The Road Not Taken
by Red Aurora
Summary: Magneto is losing himself to his plans for domination and Charles is finding the balance between his personality and Onslaught after accepting the entity as part of himself. Their friendship has reached the proverbial fork in the road, but the question remains, can they find the road not taken? The Onslaught saga concludes, roughly combining XMFC, X3, and the Onslaught comics arc.
1. Chapter 1

_I am so sorry for this taking so long. I've moved to a different state, started a new program, got a new cat…it's been kind of crazy and I haven't really been in a mental place to write. But I'm here now! Updates will, unfortunately, not be as consistent/predictable as in the past. It'll depend on school and my mental condition staying healthy enough to be in a writing state of mind. But I'll try!_

_This is the last story in my Onslaught series *sniff sniff*. If you haven't read A Spark Neglected, Two Roads Diverged in a Yellow Wood, or That Which Will Survive, I'd suggest you at least skim them. This is meant to combine comic storylines with X3 but, since I pretend X3 didn't exist, I only have a few scenes that I vaguely remember to go off of and I'm not dedicated enough to put myself through it again just to work into this story. Notes at the bottom of every chapter will tell what's taken from comics and movies. In a nutshell, this story is going to be more based on stuff from my head than the other ones._

_Anyway, here it is._

* * *

**Prologue**:

Charles Xavier sat in a darkened room, legs crossed and hands clasped prim and proper over his knee. His gaze followed the back and forth movement of the room's other occupant. Swallowed in the shadows, the occupant remained unseen. In fact, it had never been seen in any of their many meetings, something Charles wasn't particularly pleased with. Its glowing eyes betrayed it, though, so at least the professor could trace where the thing was.

"Are you going to answer my question?" he asked after enough time had passed that he could doubt it.

"You continue to ask things to which you will not comprehend the answer, Charles Xavier."

"Humor me."

"You have asked the same question every time we have met and every time I have refused to answer. Why do you not pull it from my thoughts?" the creature taunted.

"I've learned where Miss Grey's boundaries lie. I won't risk her."

"You risk her every day you remain in ignorance of what I truly am. You build your shields to hold me, but they are failing, are they not? I can feel it when I push."

Charles could feel it too as the entity pressed against the barriers he'd meticulously constructed around it.

"See, little telepath? I am gaining ground. What will you do when you fail to protect your charge?"

"I'll ask you one last time. What are you?"

The creature laughed, mirth bright in its eyes. "One last time? You will continue to ask until the day I break free, until the day I destroy you for keeping me trapped when I should be free."

Charles' eyes narrowed, taking on a faintly orange hue. A barely visible barrier rippled between the pair as the other entity took on a determined guise. The standoff continued until an ethereal gasp echoed through the room. Xavier jerked back, his motion mirrored by the creature.

"You will not get what you want from me," the entity sneered. "Not without sacrificing her."

"Then I see no reason for me to keep visiting. Goodbye, Phoenix."

The near invisible walls surrounding Phoenix became opaque in an instant. As Charles pulled back, he could feel the creature beating against them with renewed vigor.

He opened his eyes back in his study. Jean sat across from him, pale and massaging her temple. She looked unmistakably hopeful.

"I'm sorry, my dear," Charles said with a smile he hoped was comforting.

"It was a long shot, wasn't it? It's not like it's been talkative or anything."

"We'll figure out a way to separate it from you. Until then, we'll keep working on your shielding and continue with your training as planned. Your telekinesis has been progressing in leaps and bounds. Take the rest of the day. Rest. We'll try some new techniques in our next meeting."

"Same time two weeks from now?"

"That's right."

The door shut behind Jean. Charles steepled his fingers and turned his gaze out the window. That had been more of a fight than it should have been. Phoenix was strong and only getting stronger. Whenever he tried to get information from it telepathically, it took advantage of the link and attempted to tear down the shields he'd long ago put in place to hold it. This time was far closer than he'd like to admit. It was time to take a step back and regroup. He couldn't risk telepathic connection with the being anymore. He'd talk to Hank again. Hopefully, the scientist would have another idea.

* * *

**Chapter 1: Two Years Gone**

Magneto and the Brotherhood had kept themselves busy in the two years since stopping Onslaught. Mystique walked into the room Magneto had claimed in their latest headquarters.

"Is it done?" the Brotherhood leader asked without looking up.

"We won't be hearing from Mr. Zane again."

"Very good. You're dismissed until the briefing."

His second in command left with a stiff nod and a quick glance at the man beside her leader. Magneto returned his attention to the engineer next to him once the door was shut.

"And this machine will do as I asked?"

"According to my calculations, it should magnify your power at least tenfold."

"Excellent. When can construction begin?"

"As soon as you give it the okay. We have a factory picked out in Nebraska. It's large enough that it should be able to house the machine at the center with plenty of space around it to set up defenses. There's enough rubble surrounding it that it won't be obvious when we bring in more supplies."

"Begin work immediately. Charles has had a monopoly on power-amplifying technology for long enough. It's time for a change."

* * *

"Happy Birthday, Jean!"

Jean Grey put a shocked hand to her chest. Recovering, she turned to Scott Summers, who was by her side after taking a two hour hike around the grounds, and smacked him on the shoulder. He smiled sheepishly at her. A grin spread over the redhead's face.

"How did you guys do all this? I mean-"

"You mean how did we manage to surprise a telepath?" Sean cut in.

"That is where having an older, wiser telepath comes in handy," Alex said, putting a hand on Charles' shoulder.

Charles shrugged. "All I had to do was block one thought off in everyone's minds. I got permission and it wasn't invasive in the slightest. Now, I have been dying for some of this delicious cake that Mr. Grey so graciously made, so might we jump to the cake cutting part of the celebration?"

An hour later, everyone was still talking and laughing. The younger students were enjoying their Saturday off with the added bonus of cake, which was now mostly gone. Hank and Charles had commandeered a corner and had been in deep discussion over some recent genetic discovery it seemed. Scott passed them as he came back to where Jean, Ororo, Alex, Sean, Bobby, and Warren sat, setting a refilled cup of punch in front of the birthday girl.

"I got you more punch," he said needlessly.

Alex laughed and punched his younger brother in the shoulder. "She's already got you whipped."

Ororo swallowed her cake and draped an arm around Jean. "Please. They've practically been together since she came to the mansion. "

"Which is plenty of time for whipping," Bobby added.

Alex rolled his eyes. "Whatever."

"It's okay to be jealous," Scott teased, putting his arm around Jean's waist. "Just because I managed to get a girl while you haven't had a date in, what is it now, a year doesn't mean I'm whipped. Plus, I'm allowed to dote on my girlfriend. It's not every day a girl turns 23."

"I'll have you know I had a perfectly good date in- well- back-" Alex's eyes moved to the ceiling as he tried to recall his last date.

"Don't forget to carry the one," Sean mock-whispered forcing a glare from the other man.

"Face it, Alex," Warren said, putting a consoling hand on the blonde's shoulder. "Your brother has more game than you."

From their corner, Hank and Charles turned their attention to the revelry at the table as laughter broke through their conversation. Hank looked back to Charles, whose eyes remained on the table with a fond yet disquieted expression.

"You're worried about her."

Charles dragged his eyes back to Hank. "You know me too well."

"The Phoenix. Is it going to free itself?"

"It's fighting the blocks I put in her mind. I fear it might break through."

"But you can put in sturdier blocks, right? You're stronger than it."

Charles flashed a grimace. "That's what I thought. But I haven't spoken with it in months. Not since it almost broke through. I'd thought without the foothold on the shields it gets when I go into Jean's mind, it would lose ground. Unfortunately, we both may be underestimating the power of the Phoenix."

The two glanced to the table again. Jean was leaning on Scott laughing while Sean did some sort of impression. Honestly, at least three of them were nearly 30. It looked like they would never act their age. Jean pulled away from Scott, still grinning, and surreptitiously massaged her temple. Her attention was fully on Sean. She probably didn't even notice she was doing it.

Charles bit the inside of his lip, a new habit he'd formed without noticing sometime since Alkali Lake, then plastered a smile on his face. "Perhaps we should worry about this another time. Nothing will happen in the immediate future. For now, let's enjoy the party."

The two fell into easy conversation over the latest edition of the American Journal of Human Genetics. Neither could keep from surreptitiously glancing at the revelry around them, wondering how long it could last.

* * *

_Notes:_

_The Mr. Grey who made the cake is Nate Grey. Haven't decided if he'll play into things later, but he's around helping out and training since he's old enough to be done with school. __If my calculations are correct (based on ages I made Jean, Scott, and Ororo in Two Roads), Jean is turning 23 in 1971. That makes it two years after the events of That Which Will Survive._

_If you recall, Donovan Zane was the man Charles/Onslaught was debating in chapter 4 of That Which Will Survive. In the comics, he headed Friends of Humanity after Graydon Creed. I don't actually know what happens to him in the comics so I killed him here. Maybe he should've been more understanding to the mutant cause. Then maybe he wouldn't have been so expendable._

**_I hate doing this here, but I don't have a beta so I want you guys to know you can express concerns to me (as long as you aren't mean). I have someone who reads the occasional chapter, but she hasn't read my other stuff so it's hard for her to make judgments on how the story is in relation to the previous plotlines. If I'm going too fast (jumping to get to certain plot points, which I call people I beta for out on and don't want to do myself) or if any of the plot points seem too similar to previous stories, please please please let me know! I can always go back and change things and I would appreciate the feedback. And, as always, reviews are welcome :)_**


	2. Chapter 2

_Thanks for being patient! Like I said, school and real life are getting in the way of what I actually want to be doing. For people who didn't notice in previous stories, I try to answer my reviewers at the beginning of my chapters. So here goes._

_Tuila: I'm so glad you've loved the series and stuck with it! Ugh, Last Stand was awful, wasn't it? I have friends try to convince me it was okay. Lies. Haha! Keep me in line if I start being weird with the timeline and continuity and stuff, especially if you go through and skim my other fics again. I haven't read my own stuff in a while aside from skimming and reading specific sections for details. Indeed you're right on the party. Things start coming together a little more in this chapter…hopefully not too fast. I'm sure you'll let me know if it is though :) Thanks for the review! Keep 'em coming :D_

_Icanhearthedrums: I have a little note at the bottom about Phoenix. It'll come up some in the chapters that follow. I had an argument with myself because I didn't really know what to do with a Phoenix explanation but I didn't want to just leave it hanging. I think it's coming together in my head. I think._

_GOKOA: Thanks! Hopefully it'll stay that way :)_

* * *

**Chapter 2: They can't hold you down; you were born to rise ("Freak Like Me", Halestorm)**

Weeks passed and the frivolity of the party was forgotten far sooner than anyone had hoped. The Brotherhood was up to its usual tricks. Charles' weekly meetings with Jean transitioned into biweekly meetings.

Charles didn't want to admit it, but he was at a loss for what to do. They were containing the being that referred to itself as Phoenix. But that was all. Keeping her mental shields at full was taking its toll on Jean. The poor girl was showing increasing signs of exhaustion. Scott and Ororo were starting to notice and getting more and more curious about what exactly happened in Jean's one-on-one training sessions with the Professor. Charles and Hank's best efforts hadn't produced any notable results other than establishing that Phoenix gave off different readings than Onslaught had with Charles. They'd been quietly working on a defense against it for the past year and a half with varying results. With technology ever advancing, they were constantly trying new tests to see if anything new could be revealed. That was why Charles was paying a visit to Beast's lab before his next meeting with Jean.

"Anything new, Henry?"

"Nothing. Just like last time."

It was hard to be disappointed when they barely expected results in the first place. McCoy still managed to take every ineffective test as a personal failure.

"How much longer do you think she can do this?" Hank asked.

"You never know when a breakthrough will happen. We just have to keep trying. "

"You haven't made any progress finding out its origins?"

"No luck there either, I'm afraid," Charles said with a sigh. "Now that I've stopped speaking with it telepathically, all I can do is pick up some rather disturbing emotions. It's old. I still think it's been with her for a long time though. The dreams she's mentioned from her childhood are too much of a coincidence to ignore."

"Then why did it wait until now?"

"Perhaps her power is its power," Charles said after a pause. "We've established that it's not like Onslaught, but that doesn't mean there aren't similarities between the two. It may be dependent upon Jean's physical and mental state. I think the advancement of her powers since Alkali Lake has had the unintended side effect of further awakening whatever it is we've been interacting with in her mind."

"That would make sense," Hank said as he pushed his glasses up his nose and skimmed a set of readings. "The only thing the tests have definitively demonstrated is that the Phoenix is gaining strength. There's no way for you to talk to it?"

"Not without risking its release."

Hank took off his glasses and ran a hand down his face as the Professor paused to take a glance at his watch. "I have a meeting with her now. Keep working, Hank. We're close to something. We cannot give up."

* * *

Charles' ever more frequent meetings with Jean were supposedly for Charles to train the burgeoning telepath on how to handle powers that easily matched Emma Frost's now (_not that Miss Frost knew that, thankfully_, Charles thought) and showed no signs of slowing. What they had turned into were check-ins to evaluate Jean's condition.

"I'm doing the best I can with my shields, Professor, but I can feel it. It's stronger than it was last week."

"You can tell a discernible difference from week to week? How so?" Xavier made sure to keep the urgency from his tone. But a difference from one week to the next…

Jean's gaze became distant. "I can feel it…clawing. Before, I'd feel waves of emotion, probably like what you say you feel from it. But now, I…"

"Yes?"

"I think I can hear its voice."

Well. That wasn't good at all. If her shields were thin enough that she could distinguish words...he had to physically hold himself back from running an agitated hand through his hair. "What does it say when you can hear it?"

The woman broke eye contact, but remained silent.

"Jean?"

Jean grimaced. "It says you're lying. That nothing can stop it. That it will eventually take over and there's nothing anyone can do."

As if it wasn't bad before. "You know it's trying to break you down. You mustn't believe what it tells you."

"I know," she replied in all but a whisper.

"You've been doing very well with your shields until now. Let me just check to see?"

After the customary (albeit shaky) nod of consent, Charles linked his mind to Jean's. His evaluation took only a few seconds.

"There are a few cracks. Places where it's a little thin. Nothing I can't repair," he added on at Jean's despairing look.

For the first time, his words didn't seem to reassure her. "But if it happened once…so soon after last time. You said they were fine at our last meeting. How is this happening?"

"You're doing exactly what you need to do. Leave the rest to Dr. McCoy and me."

"I think maybe I'm going to tell Scott and Ororo."

"If you feel comfortable with that, then you should."

"I just…if something happens, I want them to know-"

"We're doing all we can to stop something from happening, Jean."

"I know. But we've been trying to fix this for over a year and it's only getting worse and I don't want to end up hurting people. I feel like they should know that. If you still had to worry about Onslaught, wouldn't you want your friends' support?"

Charles could almost hear the snicker in his head. Scratch that; he could definitely hear the snicker in his head. Before Jean could question him further, he cleared his throat and composed himself. "Of course. Of course, a good support system can make all the difference. Tell whoever you feel comfortable. Don't give up hope though, my dear. We won't surrender you that easily. We'll find a way to stop this. I was just telling Dr. McCoy that I feel we're close to a breakthrough."

For all his reassurances, the woman remained downcast. She left the room with a wane nod and a "Thank you, Professor".

He made it back to his desk before Onslaught piped up, a feat unto itself.

_Yes, Charles, tell the girl how much she should share the burden with her friends. Look at how much you trust yours, after all._

_Our situations are not the same. You aren't working against me anymore. And you agreed that keeping your continued existence a secret was for the best too. I don't see why you get to taunt me._

_Because I never wanted to reveal myself in the first place. I was perfectly happy taking over the world from behind the curtain. You're the one who lives for sharing and team building. But I digress. Can we really do what we're telling her?_

Charles sighed. _I have every confidence that between the two of us and Hank we will find a way to defeat Phoenix. All we have to do is isolate it and figure out how it got there in the first place._

_Then we can get it out in a similar fashion, yes, yes,we've discussed this. We've also discussed that it's easier said than done._

_We can do it, _Charles snapped back somewhere between petulant and offended.

_Before it takes over Ms. Grey?_

…

_Yes, I thought not. Although…your talk of a breakthrough…I have the same feeling. Why is that?_

_Because, as you've been so keen to point out in the past, we are the same person. We will defeat Phoenix. You're the one who spent so much time convincing me of how powerful we are together._

_Indeed. What do you plan to do when the creature takes over?_

_We can hold it back._

_Hmm, interesting. Where do you draw the line between your confidence and my arrogance?_

_Does it matter?_

Onslaught's eyebrow raise was palpable. _You're a changed man, aren't you?_

_As are you. I don't recall you being particularly hesitant while you were manipulating Stryker and his son._

_I just want us to be prepared. Phoenix is…different. It isn't like us._

_It's not. We need to figure out what it is. Until then, we can handle this. If Phoenix breaks free…we'll deal with it._

_That we will._

* * *

Despite their own troubles, Xavier and Magneto stubbornly continued to meet for chess, neither willing to concede that their values had strayed too far to salvage their already strained relationship. It didn't help that a government "research facility" had recently been ransacked with most of its occupants dead or injured.

"You seem distracted today, Charles. I haven't taken this many of your pieces this quickly in years."

"I apologize. My mind is elsewhere."

"Nowhere it shouldn't be, I hope."

Charles bit his tongue and narrowed his eyes. It seemed the only thing he could trust about Erik these days was his distrust of telepathy. "Nowhere you need to worry about."

Three more moves in less than amiable silence.

Frowning, Erik leaned forward. "Are you sure you're alright? You don't seem to be yourself."

"Careful, Erik, I might start to think you care."

"I'm just asking a question-"

"I think I'm more myself than I ever was before."

"What does that mean?" Erik asked, pulling back.

Charles glared, but cut himself off at a voice only he could hear.

_Careful, Charles. We've done so well. We wouldn't want to give ourselves away over something frivolous, would we?_

Erik watched as Charles closed his eyes, inhaled deeply and exhaled, then reopened them.

"I apologize again, my friend. I'm afraid you've caught me on an off day. The school has been growing. Making sure all the students are accommodated…well, let's just say Oxford prepared me for a number of things, but it was lacking in other areas."

That apparently didn't pacify Erik if his facial expression was any indication.

_He's planning something, _the ever present voice of Onslaught said.

_Isn't he always? _Charles sighed back.

_It's bigger. I wish he wouldn't wear that damned helmet all the bloody time._

_Welcome to the world of agreeing with me. We must do it more often._

_Hmm, that would be boring. He's suspicious again. Best head him off the trail._

"Perhaps we should call today a draw," Charles said, out loud this time.

Erik's expression turned questioning. "But I'm beating you so handily."

So much for heading off suspicion. "For now. Who knows what strategy I have planned though."

"If we're going to play a game of what if, then let's suppose I see through your strategy."

"Oh, Erik," the telepath responded with a hint of the charisma he'd had back when the pair had first met, "people never see through my strategies unless I want them too. But, if it makes you happy, I shall concede this match. I have matters to attend to."

"Very well," Erik said, bowing his head ever so slightly. "Same time next month?"

"Same time next month."

As Charles' form disappeared towards the parking lot, Magneto let his face fall again. It had been a lie when Charles had said the school was bothering him. They may not be as close as they once were, but he could still tell. Well, it may have been partially true, but it wasn't the whole story or even a majority of it. He'd barely been able to hide his surprise at Charles conceding so easily. Of course, the two of them hid so many things from one another nowadays, from attack priorities to potential advantages to dinner plans, it was hard to tell what lies were strategy and which were personal. Let Charles have his secrets, Erik scoffed. It wasn't as if the great Magneto didn't have secrets of his own. His machine was coming along nicely. Soon, things would be changing.

* * *

Exactly one month later, an assortment of no less than twenty-two paper clips, pens, and tacks wove an intricate pattern in the air around Charles. The telepath watched the objects moving, each on its own trajectory, then glanced to his desk. Another pen began to journey towards its companions until-

_Professor?_

The room filled with series of carpeted thuds and a sigh of muffled annoyance. Thirteen of the objects managed to remain in the air, two more than last time he'd been interrupted, thank you very much.

_Yes, Henry, how can I help you? You know I'm leaving to meet Erik in an hour._

_You need to come down to the infirmary._

His annoyance dissipated in a flash. _What's wrong?_

_It's Jean. She came in complaining of a headache, but I can't find any physical cause for it outside of a low-grade fever. She's showing signs of stress. I'm worried that it might be…_

_I'm on my way._

As he went, he probed Jean's mind. The woman was most definitely under stress. The shields he had just checked two days ago were pressed to their limit. The elevator doors opened on the medical floor. He was out as soon as his chair would fit through the doors, attempting to hold up the failing mental walls as he went. Something was different this time. Every time he secured one leak, another formed elsewhere. He made it halfway down the hall before was brought up short by a telepathic pulse.

"Oh no…"

The pulse was followed by a psionic wave. He tried to hold it back, but it was too much and Charles knew no more.

* * *

Erik drummed his fingers across the table. With a sigh, he looked at his watch. Charles was half an hour late. A spark of worry lit in the pit of his stomach. He smothered it. He wasn't that person anymore. He didn't worry about Charles or his X-Men. They had certainly proven they could hold their own against the Brotherhood.

But what if they'd finally been attacked by the government? What if there was a sneak attack and they used gas before Charles could do anything and now the X-Men were giving away secrets about how to find mutants or how often Charles met with Magneto and where?

Erik sat up and snapped his head around. No. If that had happened, there would be agents all over the place. Something else must have happened. Perhaps Charles was ill. But then he would've sent one of his minions. Something bigger was going on. The only sensible plan was to go to Westchester. Just to make sure everything was as it should be. Not because he was worried about Charles. He was simply concerned about what the X-Men could give away if captured. Yes, that was exactly it.

As he stood up, Azazel appeared with Emma. Odd, he hadn't summoned them. Emma strode to him, speaking before she got all the way there.

"I sensed a strong telepathic presence. Very strong."

"A spy. Here?" Magneto growled.

"Stop being paranoid," she replied. "Not here. Not a spy. Just a flash then it hid itself. I've felt it before…back when we were sifting through your Professor's head."

"Onslaught is dead," Magneto said, suddenly tense. Although, Charles had been acting oddly…

The White Queen shook her head. "I never said he wasn't."

Magneto's furrowed brow was barely visible under his helmet.

"Onslaught and Dr. Xavier weren't the only telepaths there, now were they?"

It took a moment until… "Jean? But she would never…though better safe than sorry. Charles never showed up for our match. You know where to go," Magneto said as he strode over to the red mutant. "Pick up Mystique and the others on the way."

* * *

_Note: If/When I go into detail about what the Phoenix Force is, it's going to be way different from canon. I don't know much about it to begin with, but I know it's not terrestrial and I'm not doing anything alien in these stories. I might combine it with traits from another X-Men villain who I'll keep to myself for the time being. So it may end up being Phoenix in name only. Sorry if that disappoints anyone. _


	3. Chapter 3

_I wrote this entire chapter from Erik's POV then realized (with the help of my lovely friend aeskis) that it didn't work. So I rewrote the whole thing from scratch. I think this works a lot better. Hopefully you think so too :)_

_I'll do my best to have the next part out more quickly, but I have final papers due, so no promises. Good news: After that, I'm on break for a few weeks so I can maybe hopefully get more done after the end of this month._

_TheWalkingDead: Thanks! I hope the delay wasn't too much for you. I was going to get it out a week ago, but things didn't work out. It's here now though so yay! Hope you continue to enjoy it!_

_Icanhearthedrums: Hooray! It's FINALLY here! I had the worst writer's block and then what I wrote to get out of the writer's block was…well as my friend pointed out to me, it was clear I'd written it in a desperate attempt to get unblocked. Haha! Anyway, hopefully the next chapter won't take too long. It'll depend on how my final papers turn out though. Fingers crossed!_

* * *

**Chapter 3: ****And you were caught at the turn, caught in the burning glow ("Burn It Down", Linkin Park)**

Flames. Why did it sound like there were flames? Ever the scientist, Hank pulled himself back to consciousness to find the answer to his question.

Oh. Fire. That made sense. That probably meant he needed to get out. But his brain was still working slowly. He didn't feel that concussed. Possibly smoke inhalation. Or some kind of shock. Was anyone else in danger? A surge of _protect_ swept through him before he remembered, no, there were protocols. Charles had trained them well. The others knew what to do and if they were all incapacitated…well there wasn't much of a chance anyway, was there? He could hear pretty well and he didn't hear any panicked screaming. He needed to get himself out before he could help anyone else anyway.

But what had he been doing? He pulled himself up the wall to his feet. It wasn't a raging fire, but flames were licking the walls on the far side of the room leading out into the hall. He was in the East Wing's medical lab. When they had become big enough to have more than one medical lab, he didn't know, but he was thankful for the extra space. But that was beside the point. Focus, McCoy. Take stock of the situation. Smoke was obscuring the ceiling now. Paradoxically, his head was beginning to clear as he edged his way towards the door, careful to avoid smoldering bits of lab and destroyed instruments.

Back to the question at hand. What had he been doing? Why was there a fire?

Hypothesis 1: He had been running an experiment and something had gone wrong.

No. That wasn't right. All of his experiments were running in the other research labs. This one had been designated the primary medical facility. Even if he had decided to run an experiment, there's no way it would have progressed to fiery explosion so quickly…despite Alex's jibes about his lack of grace.

Hypothesis 2: The fire's origins could be found elsewhere. It had only spread to the medical lab.

That…didn't seem right either. He couldn't put his finger on why, so he couldn't dismiss it though. Intuition never beat science. But perhaps if he could come up with a more logical hypothesis…

Hypothesis 3: Someone had knocked him out and started a fire.

That couldn't be right. Who would have done such a thing? Except…he couldn't shake the feeling that that was right. He needed more evidence.

Perhaps if he focused on his other question. What had he been doing? He'd come here for a reason. Someone must have needed medical attention, which somehow meant him now because apparently a doctorate meant you could fix everything including sprained wrists and gashed legs. That was right though. There had been another person. Something important. Headaches. Stress. He'd…he'd called Charles down? Yes. He remembered that. Why? Charles wasn't a medical expert so why did he call the Professor?

Because it was Jean. JEAN! The memory hit him like a summer storm. Jean was showing considerable stress. Enough that Hank had postulated she might be having problems with her shields. He'd called Charles, then…Jean's eyes had flown open, but they were burning. Not unlike Charles' when Onslaught had first manifested, but not exactly like it either. She seemed to be literally on fire except she wasn't burning so she couldn't have been. She'd flung him across the room with her telekinesis. The last thing he'd seen was the beginnings of fire across the room and Jean's feet as she walked out of the room.

Conclusion: Phoenix had taken over Jean.

But Charles had said he could control the other being. If that was true, why hadn't someone come to find him? Jean would be in bad shape after an episode like that. And Ororo and Bobby would've put out the fire. So what was keeping them?

He made it to the hallway. The flames continued to the elevator. Only on the walls, not the floor. It was surprisingly controlled. For the time being. The more pressing issue was that he wasn't alone.

"Charles!"

He galloped down the hall (he hated that "gallop" could be applied to the way he ran, but he'd seen video) and fell to Charles' side. The telepath was collapsed on the floor, his wheelchair uselessly tipped over behind him. Was he injured? A quick inventory told him there were no external injuries. If there were internal injuries, they weren't severe enough that he could feel them yet. No visible head injuries. Not even a bump. And smoke inhalation probably wasn't an issue. Hank had to have been unconscious longer than Charles and the fire was centered here. Once unconscious, he would've been on the ground, the best place to avoid smoke inhalation.

Although, now that he thought about it, it was getting a little bit harder to breath. The fire was less controlled than it had been before; it had spread to the ceiling. He could see flames licking out from the blanket of smoke covering it. Not good. He needed to get himself and Charles out. Except…the elevator wouldn't work. There were no windows on this floor. The escape route was on the other end of the hall. Normally, this wouldn't be a problem, but carrying Charles and dealing with the fact that he was already having difficulty controlling is coughing. He had to try though.

Creaking above them drew his attention to the ceiling once more. He barely had time to throw himself over Charles as a section of the ceiling collapsed not four feet from them. Now he was coughing on smoke AND debris. Oh, and his exit was blocked. What was he going to do? What could he-

A familiar pop sounded. Still hovering over Charles, he looked up to find Azazel. What in the hell was- It didn't matter. Azazel glanced from him to the unconscious professor, put his hand on Hank's shoulder, and they were gone before he could protest.

Only to reappear in another flaming location.

"What- why-" McCoy managed between coughs. It was difficult trying to sound authoritative when you were suffering from smoke inhalation.

"I am saving you and your friends. For some reason. Keep hold of your leader. I have only two hands."

The statement made sense when the teleporter repositioned himself, keeping one hand firmly on Hank's shoulder and reaching out to grab Alex's with the other. Hank barely registered that Alex was dragging an unconscious Bobby before they reappeared, thankfully in a place that wasn't burning. It was a different wing which, disturbingly, appeared to be crumbling around them.

"Grab his hand," the teleporter demanded.

Hank felt someone grab his hand and looked up to see Sean holding a sobbing Jubilee. The three-year-old was their youngest, an orphan they had found in Los Angeles. For some reason, the girl had taken a liking to Sean.

Then they were outside. His body was still trying to expel the smoke it had taken in, but he needed to make sure everyone was okay. Groups of children in varying states of distress were being maneuvered away by…the Brotherhood? A single figure stood perilously close to the burning section of the school. As his vision cleared, the figure resolved into Storm. Her head was bleeding heavily from a gash over her temple and she swayed on her feet. Most off-putting, the usually stoic woman was crying. Clouds churned over the fire, in part directed by Janos, who stood nearby.

Coughing beginning to subside, Hank positioned Charles in a comfortable position and stood.

"What happened?" Sean asked, wide eyes on the fallen professor.

"The same thing that happened to the rest of the school."

"Right. Damn."

Sean looked as if he might collapse, like maybe the fact that he was holding a child was the only thing keeping him together. There was no time for that though. "Is everyone accounted for?"

Sean cleared his throat. "Yeah. All the kids are out. Scott, he tried to stop…her. He's unconscious but okay. Warren, Alison, and Betsy tried to help, but she…it was too strong. Bobby was trying to ice the fire from the inside. I guess it didn't work." He glanced to Bobby, who was still unconscious, and Alex, who was in the process of coughing up a lung and didn't appear to be aware he was outside and next to Azazel of all people. "I went in after Jubilee. Once Je- once the building was attacked, she hid. Good thing I know all your hiding places, huh?"

The girl hiccupped when Sean tapped her nose, but stopped sobbing. Until she looked past Hank, buried her face back in Sean's shoulder, and started wailing again. Sean winced as her hands sparked from where they were curled into his chest, but otherwise showed no discomfort. The way the usually flippant red-head held himself at sudden attention could only mean one thing.

"Magneto," Hank greeted before he fully turned around. Sure enough, he was greeted by the caped mutant.

He didn't expect Magneto to shout "Frost!", though the almost startled jump the leader of the Brotherhood gave when she answered with an annoyed "What?" directly behind him would have been comical in other circumstances.

"What are you doing here, Magneto?" Hank tried.

"What's wrong with Charles?" Magneto asked Frost, again ignoring Hank. The scientist felt his hackles starting to rise as his jaw clenched tight.

Emma raised an eyebrow. "I'm not a doctor." Magneto must have given her a look of some kind because she heaved a put upon sigh, moved to hover over Charles…and looked straight at Hank. "What's wrong with Dr. Xavier?"

"Um…" Oh, good. As soon as he got acknowledgement, he turned into the mousy teenager he'd been when Charles first met him. It was like all the work Charles had been doing with him to train him for ambassadorial duties (which even Hank had to admit was optimistic…mutant-human ambassador…that would be the day) had flown out the window. Of course, dealing with the government and dealing with the Brotherhood were two different things. He took a breath and pulled his chin up high.

"He has no physical injuries that I could find. Nothing internal that would be far enough along to cause unconsciousness. No head injuries. At most, as much smoke inhalation as I had. There's no reason for him to be unconscious."

Magneto's expression remained stony. "Frost said she sensed a psychic presence."

"I did," the woman answered. "I think the X-Men may be able to clear that up, but it looks like the answer to your question is that your professor is suffering from a psychic attack. Ask the right people, get the right answer," she finished with a wink to Hank.

By now, Mystique, who had been helping maneuver the students, was by her brother's side. Hank had only seen her a few times outside of battle since she had left them. She knelt by the Professor, a hand on his forehead like a mother checking for fever. For all the soldier she was with the Brotherhood, she became a totally different person with her brother. Shapeshifter indeed.

Magneto faced Hank for the first time. "Was it Onslaught?"

"Onslaught? Onslaught is dead." That was a name that hadn't come up…since the Alkali Lake debacle when Charles assured them the entity was gone. Which didn't fully make sense, but now wasn't the time.

"Stop being paranoid," Emma cut in. "I already told you Onslaught is dead. Unless you doubt your skill at stabbing things with rafters. This was something else. Something powerful if it was able to take out Xavier."

"Humans," Magneto growled. "They must have a telepath-"

"No," Alex grit out. The man had finally stopped coughing and looked like he was either going to attack the Brotherhood in a blaze of glory or collapse where he stood. "It was Jean."

There it was. The words finally said out loud. Hank spared a sideways glance at the school. Most of it was, thankfully, unharmed. The East Wing was smoking, though not actively burning anymore thanks to Ororo's rainstorm. The other damaged section looked like it may very well have taken the brunt of the London Blitz. On cue, one of the doorways crumbled in a cloud of dust. Jean had done this. No, not Jean. Phoenix.

"Jean didn't do this," Hank corrected. It was time for the truth. He didn't know how many people Jean had told, but it certainly couldn't be kept secret any longer. "It was a being called Phoenix."

"Phoenix?" Mystique asked.

"I will explain later. We need to treat injuries and allow Charles to recover. Anything I tell you, Charles can give more detail. He interacted with it." He turned his attention to Magneto, who still stood stoic near the Professor. Hank hadn't missed the sideways glances the mutant kept giving the telepath. His expression was unreadable, but he hoped he'd seen a flash of concern. It was comforting to imagine the man he'd once known as Erik Lehnsherr still existed somewhere beneath all the layers of Magneto.

"Can you tell if the South Wing is still structurally sound?" It only made sense to go there. It housed the main lounge and the secondary medical lab. He could treat the injured and calm the students in one place. Then he'd deal with the presence of the Brotherhood.

Magneto paused, Hank assumed to scan the wing, then, "It's fine. I'll move the students-"

"Are you kidding me? They're terrified of you," Alex scoffed.

Magneto bristled as Hank ran a hand over his face. There wasn't time for this. "_I'll_ gather the students and lead them to the lounge. Azazel, could you take Charles, Bobby, and Scott to medical? Wait, take Charles to his room. There's nothing I can do for him. If anyone can do anything for him, I suspect it's Miss Frost. She can show you where they are, assuming she remembers from her last time here?"

"You bet, sugar. I'd never forget a morning spent in Charles Xavier's bedroom."

Erik's jaw clenched hard while Sean and Alex stood slack jawed. Mystique gave a snort and shook her head. Hank prided himself in having no reaction at all aside from meeting Emma's gaze head on.

"Alex, Sean, Mystique, help me with the children. Note which ones need medical attention. I'll take them with me when I go to check Scott and Bobby. Magneto…go with Azazel. Stay with Charles."

"I don't follow your orders," Erik said at the same time Alex said, "You trust him to-"

Hank held up a hand the way he'd seen Charles deal with an unruly classroom. "We don't have a choice," he said to Alex, then turned to Magneto. "And what else would you like to do? Would you prefer to calm the students? Or perhaps you could use your medical expertise to assist me with the injured."

Huh. Turns out was did have a little bit of a beef with Magneto. Interesting.

Magneto raised his eyebrows. Apparently the man hadn't expected Hank to take a stand. The beast in Hank flared at the victory.

"I'll settle Charles, then I'll check the perimeter."

"There's no reason. It was Phoenix, not some stealth group-"

"I'd prefer to confirm that myself. You may have infinite trust of those around you, but I prefer to be realistic."

Compromise. That was the first lesson of being an ambassador. "Very well. If you find anything, I'll look forward to hearing about it."

"But-"

"Alex, if they wanted to hurt us, they would have done so already. They wouldn't have gotten us out of a burning building in order to attack."

"Just…stay away from me and the garage," Alex muttered to Magneto. Oh, that's right. The last time they'd fought, Magneto had hurled a car at Alex. Alex managed to duck and hit it with his power, but if anyone could hold a grudge…well, it was Magneto, but Alex was a close second.

Magneto seemed to smirk at that but gave a half nod. With that, Hank turned to take care of the children. It was time to recover. Then they'd deal with the fallout.

* * *

_Notes:_

_The morning spent in Charles' bedroom that Emma refers to is her talk with Charles in _That Which Will Survive_ after he lost his telepathy. I just feel like she'd be awesome at innuendo._

_Movies: Charles is training Hank for the role he anticipates him to take in the future…ambassador between humans and mutants, the title Beast had in X3._

_Comics: I significantly changed Jubilee's backstory. Her parents weren't killed until she was a teenager. She won't play a big part in the story, but I wanted to include her so there it is. Also, as a reminder, Alison is Dazzler and Betsy is Psylocke._


	4. Chapter 4

_Well. That took longer than I thought. I made it longer to make up for the wait. I'll get right to it after notes to reviewers._

_Special thanks to Artemis, a lovely guest who left reviews on multiple chapters of all my fics. I loved hearing your thought and I really really appreciate you taking the time to review. Thanks so so so much! Now onto reviews of the last chapter._

_Guest: Chapter 1 review - I know, I'm not a huge fan of Phoenix either, but it was a necessary evil if I wanted to kinda sorta stick with representing the X-Men trilogy in my little Onslaught 'verse. Hopefully it won't be too painful. Don't worry. The focus is still on our heroes (aka Charles and Erik). Chapter 3 review – I'm glad you liked Emma! I've grown surprisingly fond of her as I've written more._

_MirrorFlower and DarkWind: You came back! I remember you reviewing A Spark Neglected! Hooray! I'm so so glad you like them. Thanks for reading!_

_Icanhearthedrums: Thanks! I like giving Emma little zingers every now and then. She's fun._

_Casjowar: I laughed out loud at your review! It made me so happy! And it pushed me to get working on the next chapter (even though with the delay, you wouldn't guess it). I hope you keep enjoying it :D_

_07 NIGHT and GOKOA: Thanks! __I'm always thrilled to have someone like my series as much as I like writing it :)_

___Bookaholic27: Hooray! Welcome back to the X-Men fold!_

* * *

**Chapter 4: I took a walk around the world to ease my troubled mind ("Kryptonite", Three Doors Down)**

The weather was cloudy with wind just on the wrong side of comfortable. Charles would call it blustery if he was, well, conscious. It was the kind of day Magneto would much rather be spending indoors planning the Brotherhood's next move in the war. Instead, he was traipsing around the grounds of the school making sure Charles' little lambs were safe. Safe. Right. For now. Charles had made it abundantly clear that he wasn't going to take the necessary steps to ensure his students' wellbeing. If only Charles wouldn't make it so blasted difficult for Magneto to do it for him.

A patch of thorns managed to catch the end of his cape as he stalked through the woods on his final pass. Their refusal to relinquish the captured fabric resulted in a battle that lost Magneto the hem of the garment. Great. Now he'd have to find someone to mend it on top of everything else.

Safely past the thorny threat, he let the cape sweep the ground again. Enough time had gone by that he wouldn't have to deal with coddling frightened children. It would appear that the only impending risk to the people occupying the school was stubborn underbrush. There was no evidence of a human-run assault. Which meant the boys had been telling the truth when they'd mentioned Jean or, what had Hank called it, Phoenix?

And wasn't that interesting. Jean Grey, Charles' prize student, turning against him. The girl had always had potential. If he'd had the chance to train her…but events had transpired that had blocked that road.

What did Phoenix mean though? Was it like Onslaught? That could be taken care of easily enough. He'd beaten Onslaught, after all. Then again…if this Phoenix was powerful enough to take down Charles and she was a free agent…with that kind of power at the Brotherhood's disposal, he could turn the tide of the war once and for all. Onslaught never would've worked with him, but Phoenix…Phoenix just might. Especially if Charles had done something to turn her against the X-Men. The telepath was certainly arrogant enough to have inadvertently (or not so inadvertently) offended a fellow mutant. It's not as if being with the Brotherhood and allowing Phoenix control would hurt Jean. Not if Phoenix was as powerful as she seemed. Charles was perfectly safe after the Onslaught debacle.

But was he willing to attempt to win over such a creature? Onslaught had been virtually insane by the end of things. And if it wasn't a situation like Onslaught, would Jean be damaged? Would finally getting to train the young telepath be worth subjugating part of the girl? What if it would win him his war? He firmly believed that the ends justified the means, but this was one of his fellow mutants. He needed more information on what the entity actually was.

Then there was Charles. How would him recruiting Phoenix hurt what was left of their friendship? With the way things had been as of late, it would probably be the end of whatever they had between them. He could win the war, defeat the humans once and for all, but it would almost assuredly cost him Charles. And then what would happen? Would Charles continue to fight against him? If his chess matches with Charles taught him anything, it was how to think 7 moves in advance. Perhaps taking Phoenix wouldn't be worth the sacrifice. It wasn't as if he didn't care for Charles. The man was still his best friend, which said something about the state of his friendships. But the telepath was blinded by his optimism. For all the horrible things Onslaught had done, at least the entity had vision.

Then again, maybe with the humans finally out of the way, Charles would see the benefit of helping Magneto. Without the issue of war versus peace between them, Charles might do what was best for mutants and work with Magneto in the new world he created. It would be a gamble, but if it paid off…

He couldn't act rashly in a situation that could result in losing Charles though. The feeling he'd had when they'd found the school on fire…the memory was still painfully fresh.

_Flames. For all the possibilities Magneto had been imagining, he didn't actually expect anything to be wrong when he got there. There never was. His preparedness (or paranoia as Emma annoyingly referred to it) had led his troops into situations far less dire than his speeches indicated they would be. On occasion. But for all his confidence in his instincts, he hadn't wanted to be right this time._

_He'd managed to send Riptide to help Storm while Angel and Toad went to help Mystique (who had already run to corral the children). When he turned to face Emma, Azazel had just teleported away._

"_Where's Charles?"_

_Emma halfway winced. Her eyes flashed to the burning building. Magneto whipped back around as part of the wing collapsed. For a second, it felt like his chest had gone with it. _

"_I sent Azazel after the idiots who are still in the building." Her gaze went distant. "He got to your professor just in time. He's picking up a few more passengers. He'll be back soon."_

_More of the wing crumbled. Not uncontrolled, but still not pretty. He looked around for something to do. His Brotherhood was being too damn efficient, leaving him with no task to distract himself with. All he could think about was how Charles had been in the burning building…how if he hadn't come at the exact moment when he did, Charles might have-_

_The telltale pop of Azazel's teleportation was a welcome distraction. Mystique dashed over from the children she and the other girl…what was her name…Dazzler?…had maneuvered to a large oak tree. Frost sauntered over to help in her place, which he was sure he'd have time to be surprised about later when everything wasn't such a mess._

_His relief at Azazel being back with his charges was short-lived. Beast had pulled himself to his feet and was saying something to Banshee. The move revealed a very unconscious Charles on the ground. Panic seized him for just a moment before he pushed the feeling aside, tucked it down into the old Erik Lehnsherr…the one he hadn't been for years now. It didn't fully let up until he'd been assured Charles wasn't in danger._

Even now, as he headed into the school, he felt a tinge of worry for the telepath. As quickly as he could, he tamped it down. This was no place or time for worry. Not with everything that was going on. And it was just about time to figure out exactly what that everything was.

Angel intercepted him almost as soon as he entered the wing.

"Emma told me to tell you Professor X is waking up."

It seemed he'd be finding out what everything was sooner rather than later. With a stiff nod, he headed towards Charles' room, pausing only to take off his cape and hand it to a terrified teenager in the hall with orders to mend it or else.

* * *

When Magneto strode in, he found that Charles wasn't quite as awake as he'd hoped. As in the telepath was still completely unconscious on the bed. At his disapproving look, Emma only shrugged. "I said he's getting ready to wake up, not that he was singing 'Hello, Dolly!'. His mind is coming closer to consciousness. A non-telepath wouldn't be able to tell."

"Fine," Magneto grit out as he swept towards the bedside chair currently occupied by Banshee. "Move."

The boy didn't look nearly as intimidated as he should, but he got up with an overexaggerated eye roll. Magneto took his place. Beast was still fussing over the telepath, having gotten through all the injured who had been taken to medical.

"I'm going to go check on the kiddos," Sean said to Hank. "Will you be okay?"

"I'll be fine. I'll join you in a moment. I should check to make sure no one was hiding any injuries. Plus, Magneto will probably kick me out as soon as Charles wakes anyway." Magneto didn't miss the pointed glare, but made sure he gave it no acknowledgement. "I'm sure Emma will let us know as soon as we need to come back in."

"Inviting me into your heads?" Emma said with a sly grin. "How very trusting of you."

"This isn't an open invitation," Beast replied. "I most certainly do not trust you in my mind or in the minds of any of our students. I do, however, trust that you know that, even after whatever psychic trauma he went though, the Professor can still defeat you without batting an eye. If I haven't heard from you in half an hour, I'll come back to check on him again."

Apparently, Charles' training had paid off. The kid had grown a backbone. Who would've guessed? Hank had left the room before Emma could respond. Magneto recognized the way she narrowed her eyes and pursed her lips.

"Leave it alone, Frost. I'm sure you'll have plenty of time to express your anger the next time the X-Men have a fit of morality and attempt to stop us from liberating mutantkind."

"That why you threw the car at the blond?" she snapped back.

"He deserved it. Needed to be taken down a notch. He's so angry, I'm almost surprised he hasn't joined us."

"He doesn't think like us. I would know. He's been too influenced by your Professor's teachings and taking care of his brother. Plus, let me reiterate that you threw a car at him. If you wanted him on our side, that probably wasn't the best recruitment strategy."

"I never said I _wanted_ him on our side. Although his fire power wouldn't hurt. But while we're here, we might as well get a sense of others who may be more interested in our cause than dear Charles'."

"Recruiting under the Professor's nose? That's a…bold plan."

"Are you afraid Charles will catch you?" Magneto taunted.

"I'd rather not antagonize him. Us telepaths try to keep some level of mutual respect for one another."

"There is no place for hesitation in war. You said you'd felt out whether Alex was interested in joining us. Your fear didn't stop you then."

"Last time I checked, we weren't at war with your Professor or his X-Men. And, yes, I may have scanned the kid's mind before. I got a two week migraine for my efforts. That and a prim request to stay out of his students' minds."

"That was Charles' fault?" Emma had been out of commission a while back claiming she was ill. Erik had thought it odd, but they'd had nothing pressing at the moment so he hadn't pushed it. He'd thought if it had been anything more serious (like, say, a telepathic attack), she would've informed him. Then again, she was never one to admit when someone had bettered her. If it was Charles' doing…

"He has claws when he wants to," she replied. "I'm not going to risk my head checking on a few teenagers' philosophical leanings. Not when Jean or Phoenix or whatever she calls herself is out there. I dealt with it before, however briefly, at Alkali Lake. It's not something I need to go into handicapped. Recruit your own child army."

Magneto bristled at the last accusation (because there was nothing else it could've been), but found himself focusing more on what had come before it. If Charles' version of a warning was taking out the Brotherhood's telepath for half a month, he had to wonder what an actual attack would've been like. Emma didn't seem to think much of it, but the revelation had…implications. Did Xavier's pacifism only apply to humanity? He seemed so willing to attack his own brothers and sisters. The magnokinetic's train of thought came to an abrupt halt when the bed shifted. Within moments of turning away from Emma, Charles was blinking back at him.

"Are- are you talking about recruiting my students?" the telepath asked in a broken voice. Smoke inhalation and unconsciousness had done his vocal cords no favors.

Of course Charles would pick the most inopportune of times to wake up. Magneto suppressed a groan, keeping his face perfectly blank, and held out the glass of water Hank had left next to the bed.

"No, Charles, you must have been dreaming," he said as Charles took the proffered beverage.

Xavier narrowed his eyes over the rim of the glass he was sipping from then glanced to Emma, who shrugged. The bed-ridden telepath sighed as he put the glass down and turned back Erik. "We have to stop meeting like this."

The door clicked shut, leaving Erik and Charles alone. "What, with you injured and me waiting patiently by your bedside for you to regain consciousness? I must agree."

"Well, the feeling is mutual. I'm getting rather tired of losing consciousness and regaining it with my supposed sworn enemy waiting at my sickbed."

That was humor in those words, Magneto thought to himself in shock. Charles was bantering with him. And it wasn't passive aggressive. That was a good sign…hopefully. "How many times does this make?"

"Hmm, at least four, though I may be counting wrong. I've been knocked on the head quite a few times, you know. My memory may not be at its best."

A smile spread across Magneto's face, a sensation he hadn't felt in…a while. It needed to stop. He needed Charles willing to work with him, not the other way around. He made a point of dropping his grin, only to find that Charles wasn't paying attention. He was instead staring out the window, chewing the inside of his lip. Magneto's brow furrowed. "What's wrong?"

"It's nothing. I'm…just surprised to see you here. After our last encounter, well…"

"You were rude, yes, but neither one of us has been particularly accommodating as of late. I've hoped that that fact hasn't changed our underlying friendship."

Charles hummed but gave no other response. He kept looking out the window as if the world outside could give him whatever answer he was looking for.

"Why were you surprised I came? Did you expect me to ignore you in your time of need?" the magnokinetic asked, trying to bring some of the humor that had evaporated as quickly as it had appeared back into the conversation. Said humor disappeared when Charles hesitated and realization struck. "You really thought I wouldn't come."

Xavier finally pulled his attention away from that blasted window to stare at Erik. "Well, how was I to know you'd be aware of what happened? And, honestly, I thought, if you did know, you'd either ignore us entirely or, more likely, take advantage and further your cause while we could do nothing to stop you."

What?! Magneto leapt to his feet, fists clenched. "You thought I would attack you?!"

"No, no, I know you wouldn't go that far. But you would attack a human target while we couldn't stand in your way."

"So I would choose to make an offensive strike rather than defending my mutant brothers and sisters?"

"I wasn't too far off the point, now was I? You were talking of recruiting my students in my own school. Don't lie to me," Charles finished when Magneto opened his mouth to defend himself. "How far gone are you, my friend?"

Any worry he had left in him morphed into frustration. "Obviously, not as far as you think. I defend us because you won't to see sense. Your refusal to acknowledge the danger that humanity poses to us does not mean I will blind myself to it as well. I've seen what they've done-"

"Your experiences in the camps were- "

"That's not what I'm talking about. I've seen what they _are doing. _While you've hidden away in your school, I've been freeing our kind from research facilities. You experienced them yourself with Onslaught, if I recall. He went and destroyed one while I was indisposed." Charles' face shuttered. Whether it was from the reference to Onslaught or the memory of the facility proving he'd misplaced his ever-present faith, Magneto didn't know. "And if those so-called scientists weren't enough, I have spies who inform me that the government is constructing yet another bill to keep us in check. They are not our friends, Charles. They cannot be trusted. I will not stand by and watch while they move against us. By then, it will be too late to do anything to stop it."

Charles pinched the bridge of his nose, but offered nothing to further their debate.

"What, no rebuttal? Not going to defend your precious humans?"

Bleary-eyed Charles looked up. "I have nothing to say that has not already been said and obviously ignored. Why are you still here then? You've seen that you _mutant brothers and sisters_ are okay."

Hearty debate was off the table it seemed. Pity."Forgive me for wanting to see if my friend was recovering."

"I'm touched, but that's not the only reason."

Damn him and his insight. What good was the helmet when Charles could apparently still read his mind on occasion? Why had Erik let him get close enough to be able to do that? "Jean. If she's going to be a potential threat to my Brotherhood, I need to know about her."

"A potential threat or a potential ally?"

"What happened, Charles? How did Phoenix get loose and destroy part of your school? Everyone is okay, by the way."

"I'm aware, thank you. I've been consulting with Hank since I awoke."

"Multi-tasking. Should I be offended?"

"I'm quite capable of holding two conversations at once. You want to know about Phoenix. It's a story I have no desire to tell twice. Get me my chair. We can go to the meeting room so all necessary parties can be present."

"Ah…about the chair, Azazel didn't bring it when he rescued you from the fire-"

"I have spares. One is in the closet if you would be so kind as to fetch it."

"You anticipated needing multiple wheelchairs?"

"You call me naïve, but I'm very aware that I'm fighting both you and the more radical humans. I like to be prepared."

Sure enough, there was another chair folded in the closet. Magneto put it next to the bed and moved to help the telepath only to get waved off. Charles deftly put himself where he needed to be. Apparently, he had recovered from whatever Phoenix had done to him. That was good. Probably.

"I've told everyone to meet us there. Mortimer and Alison are going to stay with the little ones in the lounge."

"His true name is Toad."

"That doesn't sound offensive at all. Shall we go?"

They went.

* * *

_Notes-_

_I'm done with the semester! Yay! Now I only have summer research and a wedding to be in! I'll try really hard to get the time between chapters lower. Reviews are definitely inspiring ;)_

_**Cultural references**: "Hello,Dolly!" was an movie musical that came out in 1969. It was about a matchmaker who goes to New York to find a match for a rich man. It starred Barbra Streisand , Walter Matthau, and Michael Crawford. All this comes from Wikipedia seeing has how I've never actually seen the movie._

_**Random**: The four times Charles woke to Erik at (or near) his bedside were after defeating Onslaught in Cuba in_ A Spark Neglected,_ after his paralysis in India in_ Two Roads...,_ and when Onslaught separated himself from Charles in _That Which Will Survive_. This time makes four. I really like knocking Charles out apparently._


	5. Chapter 5

_**Warning**: Reference to death of a child (not graphic or anything...it's literally just a reference to it, but I figured better safe than sorry)._

___ Remember when I mentioned I was combining Phoenix's origins with another X-Men villain? This is where that comes into play._ More details on that in the end notes.

_Also, there's a section where I drew heavily on a quote from one of the Star Trek trailers in here. More details on that in the end notes too._

_MirrorFlower and DarkWind: I have to hold myself back from kicking Erik's head in. I actually have a hard time writing his POV and not making him seem totally wrong. Hopefully that works out._

_Sophie-SSS: Thanks! With any luck, updating will be a bit more frequent. We'll see :)_

_H. Artemis: Yay! Your head is a big mess of my Onslaught series too? Welcome to my life since June of 2011. XD Thanks for the reviews!_

* * *

**Chapter 5: There's nothing wrong with just a taste of what you paid for ("The Ballad of Mona Lisa", Panic! at the Disco)**

The room quieted as Professor X and Magneto swept in. Charles had no idea what they had been talking about, but the groups had kept themselves segregated, even Mystique, who was relatively friendly with the X-Men on occasion. At least she didn't actively antagonize her former teammates, which was more than could be said for the other members of the Brotherhood. Emma sat leaned back in her chair like she didn't have a care in the world. The other members of Magneto's illustrious group spanned from unreadable (Azazel, of course) to aggressive-due-to-feeling-threatened (Toad, as Erik referred to him…a young man Charles had not yet had extensive experience with outside of reports of skirmishes from his own team).

Charles took his place at the head of the table. Magneto made a show of pulling the chair that had been left open on the Brotherhood side to the head and sat himself down after some shuffling and possibly exertion of powers to move Charles over. Charles raised an eyebrow at the other man, who gave a half smirk in response. Of course Erik would refuse to relinquish a spot at the head of the table. How could Charles have expected any different?

With everyone situated and the room quiet, Charles cleared his throat. "Before we begin, I'd like to thank Magneto and his Brotherhood for coming to our aid. It's good to know that when circumstances call for it, we can all work together on something."

"Of course. You know we'd never abandon a mutant in need," Magneto responded smugly.

_Like the cat who caught the canary_, Onslaught commented.

"But we aren't here to receive your thanks, Charles," the Brotherhood leader continued, unaware of Onslaught's interruption.

Charles plastered on a smile. "Yes, I believe you all have questions, so let's get straight to the point, shall we? The entity we encountered," he nodded to the X-Men, "and you saw the result of," he nodded to the Brotherhood, "is an entity called the Phoenix."

"Which you and Beast seem to know a lot about. You kept that to yourselves for quite a while. I don't recall you mentioning anything about a phoenix over our chess games."

Charles threw a skeptical look Erik's way. It was as if the magnokinetic couldn't stop himself from challenging…well, anyone. "Emma knew. At least she knew Jean was capable of more. We encountered Phoenix back at Alkali Lake. I highly doubt she didn't mention _anything _to you."

Erik's lips tightened, barely visible to even Charles, who was sitting right next to him. "Continue."

The telepath would take his victories when he could. Apparently, annoying Magneto was a victory now. Anything that would show a less militaristic side of his friend was a victory these days. Just because they didn't have a chessboard in front of them didn't mean they weren't playing a game of strategy.

"As you all know, Jean's powers increased significantly during the Alkali Lake incident. Hank and I have been working since then to determine exactly why that was. That was how we met Phoenix. It was trapped in Jean's mind. I fortified the walls, but as Jean got stronger so did Phoenix."

"Is it like Onslaught?" Mystique asked, back in soldier mode.

"We discovered early on that, while it appeared to be similar to Onslaught at first glance, it was, in fact, very different. Phoenix is a separate entity completely from Jean. Its origins are outside of her mind. She is, in effect, being possessed by the creature. Despite our best efforts, we couldn't discover anything beyond those facts. That is, until it broke free. We had a bit of a…scuffle, shall we say?"

"You mean a telepathic fight that you didn't come out on top of?" Emma said.

Erik smirked beside him, no doubt adding a mental tally mark to his column. It was Charles' turn to purse his lips. "It caught me off-guard. It also revealed itself to me."

"You spoke with it again?" Hank asked, leaning forward with a gleam in his eye he only got in the lab.

"I did. And I know what it is now. Once I didn't have to hold back my telepathy, I could scan its mind easily. We were right," Charles said, speaking almost directly to Hank. "It's old. Not quite ancient, but very, very old. It appears we had mutant brothers and sisters at least three centuries ago, if not longer. Phoenix was born as an average telepath. She was a good person. She wanted to help others. Her powers advanced very quickly once they manifested. Unfortunately for her, it was far too fast for her time. Her village burned her for what they believed was witchcraft."

Erik scoffed. "Humanity. Always destroying what is different."

"And always finding that there are those who stand up for them and stop their suffering. As I was saying, she was burned for witchcraft. Her powers were beyond even our comprehension though. Her body died, but her mind survived. Ever since then, she has been taking hosts and surviving through them. But her power corrupted her. She has lost all hope in the world. She only strives for power now."

"And she found it with Jean," Hank finished.

"But how did it even get to her in the first place? How long has it been in her?" Scott asked. The poor boy had woken up just as devastated as he no doubt had been when the shell of his girlfriend knocked him out.

Charles glanced to the Brotherhood, but they all appeared just as intent on hearing the story as the X-Men. Even Azazel was watching with interest. Charles turned back to his people. "Do you remember how her powers manifested?"

"She was ten years old," Erik answered. He had been part of the recruiting process when they got the girl, after all. He knew the story as well as the others. "Her friend had just died. She nearly lost her mind when she started hearing the entire hospital."

Charles nodded. "The Phoenix was possessing her friend. When the girl died, the Phoenix latched onto the closest mind, which happened to be Jean."

"So it found her completely by chance?" Scott asked, seemingly more devastated that it was happenstance.

"It would appear so. Jean's powers manifested as a reaction and protected her mind from the Phoenix's presence. So much so that it locked Phoenix away."

"How can something powerful enough to take you out get locked down by a 10-year-old girl?" Angel asked.

"It wasn't that strong when it found Jean. Most of its power went into separating mind from body when its first body died. If circumstances had been different, it likely would have died with one of its hosts once it lost the strength to leave. Unfortunately, while Jean's mind kept it at bay, it was able to form a connection to Jean's power. It's been slowly regenerating over the past 13 years. It regained enough strength to begin asserting itself the way Onslaught did with me. It's been with Jean for so long that it's formed a bond with her powers. The two are so intertwined that it's difficult to separate where Jean's powers end and Phoenix's begin."

Hank paused, then, "So when Jean's powers expanded at Alkali Lake, Phoenix's power expanded with them exponentially."

Charles nodded again. "It saw its opportunity and took it."

"That's a hell of a long con," Emma said.

"It's centuries old. I suppose it felt it was worth the wait."

"So what do we do about it now?" Alex asked, shooting his little brother a glance.

"I'll be able to find where she is. We'll be prepared this time. I'll incapacitate it and see if I can suppress it enough for Jean to take over again. Then we can to find a way to separate it from Jean."

"Which we never figured out how to do," Hank said. "You're making it sound much easier than it will actually be. And there's no guarantee you'll be able to suppress Phoenix now that it's taken control."

"All valid points, but now that I've seen Phoenix as itself, it may be easier. Before, I couldn't risk letting it take control and I couldn't determine what parts of it were Jean and what parts were Phoenix. Now that Jean is suppressed and Phoenix is at the forefront, I should be able to see what parts have remained active versus which are dormant. Phoenix will still be able to access Jean's powers, but as an entity, I think I'll be able to separate it from Jean now that I know Phoenix's mind," Charles added.

"And what if Jean doesn't want it gone?" Azazel asked.

Silence.

"Why on earth would she not want it gone?" Ororo said, voicing what everyone was thinking.

"She will have had a taste of power. Perhaps she likes it. Perhaps she and Phoenix can have a symbiotic relationship. Just because Xavier rid himself of Onslaught does not mean everyone would want to rid themselves of such an advantage."

_Yes, Charles, tell them about how you got rid of such an advantage_, Onslaught laughed.

_Hush. _"I don't think you understand what Phoenix truly is-" Charles began.

"No, Azazel has a point. Perhaps the pair of them will want to reevaluate their stance on where mutants stand in the world," Magneto said. "It's seen what humanity does. If Jean had access to that information too, she might be able to make a more informed decision about where she stands in the war."

"Jean would never switch sides! She believes in doing what's right!" Scott shouted.

The aggression in the room shot up. It felt like a wave of needles. Charles raised his hand before things could get out of control. "Sit down, Scott. Now is not the time to begin arguments with those we know will not listen. I do, however, want to speak to Erik alone again. If you all wouldn't mind leaving the room for a few moments. Maybe get some tea and biscuits in the kitchen?"

"Why do we always have to leave the room for you guys to have your 'talks'? It would be so much more fun if we could watch."

"Out, Sean," Charles said in his sternest professor voice.

Amidst grumbles, the other mutants filed out of the room and headed for the kitchen. Charles made a mental note to buy more biscuits. Right after he got in contact with the proper channels to rebuild the school's damaged wings. Priorities and all that.

"You have me alone now, Charles. What is it you want to discuss?"

"What do you think I want to discuss? You're suggesting we allow a hostile entity to remain in control of a young woman you helped recruit ten years ago."

"Not a hostile entity. One that may be able to help us."

"At Jean's expense?"

"What if Azazel is right? As much as you deny it, you haven't been the same since Onslaught. What's to say Jean will remain naïve after her experience with Phoenix. Perhaps she'll be more open to it than you were to Onslaught."

"Are you suggesting that I should have been more open with Onslaught?" Charles said, bristling. "I believe you were instrumental in suppressing him every time he reared his head in the world. Then you killed him."

"That's not what I was saying and you know it. I know Phoenix is not Onslaught. You made that very clear. Which means that Phoenix has the potential to be a powerful ally. Jean could turn the tide of the war!"

A familiar pain bubbled in Charles' chest. Was the man he knew truly gone? If Erik thought he could control Phoenix…Phoenix wanted nothing but destruction. It would use Erik and his Brotherhood to achieve that goal and then-

"Listen to me very carefully," Charles said, making sure he was looking Magneto straight in the eye. "You have so much potential in you. But you don't have an ounce of compassion or humility. You think you cannot make mistakes, but I'm telling you there will come a moment when you realize you're wrong about that, and you will get yourself and everyone in your Brotherhood killed. If you think for one second that you can control Phoenix, if you think that you can trust it to help your cause…that will be your moment."

Magneto chuckled. "Don't be so dramatic, Charles. It doesn't become you."

For a moment, all the telepath could do was sit there, mouth agape. Then, the blatant dismissal of his warning hit. "You're blinded by your ambition," Charles spat.

"No more than you by your faith," Erik replied, still unfazed.

"That's arguable."

"Everything is with us."

Silence again. Neither man glared, but neither found themselves wearing particularly amiable expressions either. Charles relaxed his grip on the armrests when he realized his knuckles were turning white.

"You know about Phoenix now. I suggest you and your Brotherhood leave."

"We're not going anywhere. We will be helping you with your search."

"I allowed you the courtesy of staying because you helped us when we needed it and you wanted to be prepared if your people came across Phoenix. Are you testing my hospitality?"

"We're coming with you. It's apparent from your last encounter that you can't handle open confrontation with it. Whether you believe it or not, I do care about your wellbeing."

Actual expression of emotion wasn't something Charles had been expecting.

Magneto apparently took Charles' silence as a negative response. "Charles, we can either work together or I can follow you to where Phoenix is. Either way, I will be a part of this."

"Well," Charles said, finding his voice again, "it seems I'm left with no choice."

"Excellent. I'm glad we could come to an understanding."

"If you attempt to pull anything, I guarantee it will not turn out well."

"Yes, yes, catastrophe that will end in the destruction of the Brotherhood, I remember your little speech from earlier," Magneto said as if he was humoring a child.

Charles felt his hackles raising again, but kept his strained smile. "I've informed our people of what we've discussed. I need to rest a bit more before we make a move. If you would excuse me."

"Of course."

Magneto moved out of the way to allow Charles out of the room. The telepath headed back to his room replaying the events of the past day (had it really only been a day?) as he went.

_You didn't tell them the whole story, _Onslaught said as Charles reached his bedroom door.

_Obviously. I couldn't very well tell them about-_

_Yes, that would mean revealing you still have a dark side_.

As it was, Charles' encounter with Phoenix had been a bit more…hostile than he'd let on in the meeting. He couldn't very well have shown weakness in front of the Brotherhood though. He'd had no choice but to strategically avoid certain parts of the story. It wasn't as if he'd kept vital information about Phoenix from them. It was just that the real encounter had been more…painful.

_His head screamed at nearly unbearable levels. Onslaught screeched in pain, apparently more affected as a completely mental-based being. He had to stop what was happening. Where was Hank? Charles pulled himself up from where he'd slumped over in his chair halfway down the hall. Jean, ensconced in flames, strode into the hall from the infirmary. At the sight of Charles, she stopped short. The flames caught the walls and started moving towards the elevator. _

"_Hello, Professor."_

_Onslaught was still writhing, but Charles was able to push his own pain down to a (barely) manageable level. "Hello, Phoenix."_

"_You weren't wrong. You were close to a breakthrough. It just happened to be mine, not yours. I told you. I told you I would break free. And I told you I would destroy you when I did."_

"_And yet here we are. Where is Jean?"_

"_She's still up here," Phoenix said, tapping her head. "Completely unconscious. Exactly as she should be. You shouldn't be worrying about her. You're the one in danger."_

"_I can take care of myself."_

"_You're not doing a very good job of it. I have my claws in you now." With a twist of its head, another lance of pain shot through Charles' mind. He couldn't hide his wince. It was true. She had taken him by surprise, left him dazed with her initial attack, then pushed herself firmly into his mind before he could defend against her. His best chance at fighting her off was Onslaught, who was unresponsive at this point. He'd underestimated her. From her grin, he could tell she knew it._

"_You wanted so badly to know what I was. Why don't I show you?"_

_Images flashed through Charles' mind. Images of pain and death, of Phoenix's life. The only good thing out of it was that the connection was apparently two ways. Charles surreptitiously delved deeper, pulling more of the entity's past than it meant to share._

_Phoenix, high on power, didn't notice the mental breach. "Now that you've seen my life, it's only fair that you return the favor. After all, you spent so much time trying to get into my head. I think it's time I take a look at yours."_

_Forced back into his own mind, Charles cried out in pain as she dug in once again,talons of fire ripping through his mind. Just as quickly as it started, it stopped. Phoenix's laughing, which had started with Charles' screams, ceased as well._

"_Oh, Professor, you've been hiding something from me."_

_She poked at Onslaught, who remained unaware. Charles tried once again to throw her out. It was futile._

"_Let's see if there's anything else interesting up here."_

_She flipped through his mind like the index at a library._

"_Ah, now there's something I like. I think I'll take it."_

"_No-" Charles protested, but it was weak even in his ears._

"_You don't get a say, do you? Welcome to my life for the past 13 years. Now, I'm going to go and you won't be able to stop me. You'll be powerless to do anything to deter my plans. You'll watch while your world burns, knowing it was all your fault, then you'll burn with it."_

_Before Charles could protest, the pain became white-hot, then everything went black._

Back in the present, Charles massaged his now painless head. Onslaught had recovered more quickly than Charles had. But it didn't mean he was happy about it.

_That hurt, Charles. It hurt a lot. And you know how I feel about being defeated._

_I'm well aware. We weren't prepared. We will be next time._

_Will we? You still aren't going to let me out to play._

_Not fully, no. I'd still like to have an ace up my sleeve. _

_You don't trust Magneto._

_No._

_Good. Now, I think there's a bird whose wings need clipping._

Charles positioned himself on the bed. He'd be ready next time. If he wasn't…well…he'd rather not think about it.

* * *

**Notes**

_I'm sorry Scott is whiny but I really don't have much to do with him otherwise. Oh well. There are so many movies where the girls are whiny and dependent on their boyfriends. It's about time it happen with a guy._

_**Disclaimer**__: The mini-speech Charles gives that Magneto calls dramatic is adapted from a quote in one of the Star Trek trailers. The original quote is, "There's greatness in you, but there's not even an ounce of humility. You think that you can't make mistakes, but there's going to come a moment when you realize you're wrong about that, and you're going to get yourself and everyone under your command killed." I think it was also partially inspired by Erik and Charles' exchange the night before Cuba in XMFC. Since Charles was busy being captured by Shaw and possessed by Onslaught in my universe, that exchange never happened so here it is now._

_**Comics**__: Jean was 10 when her powers manifested for the first time in the comics. Charles put up mental blocks on her powers until she was old enough to handle them. The Phoenix Force didn't come in until after the formation of the X-Men, but I needed it to happen earlier so I went with when the comics had her powers manifest since that process involved mental blocks too._

_Speaking of Phoenix, if you didn't notice, the story of Phoenix's origins is not the comic or the movie explanations of Phoenix's origins. It's based off of the origin of the Shadow King in the comics. I haven't actually read much of the Shadow King, but from what I can tell, one of his suspected origins was that he was a super powerful telepath whose mind continued to live after his body died. He moved from host to host and ended up controlling Phoenix (who was in Rachel Summers at the time) for a while. So Phoenix isn't so much Phoenix for me. It's more a combination of Phoenix and Shadow King and another version of Onslaught. Hopefully everyone is cool with that._


	6. Chapter 6

_Just so you know, I broke my solemn vow to never watch X3 again so that I could write this scene. I hope you're all happy. As always, forgive any typos and thanks to aeskis for attempting to help me with characterization (we'll see if it worked)._

_MirrorFlower and DarkWind: I couldn't resist the Star Trek quote. As soon as I heard it and got over the awesomeness of the Star Trek trailer, I realized I HAD to have Charles say that to Erik somehow. It's such a great quote._

_icanhearthedrums: Yeah, I wanted Charles with Onslaught (or Chonslaught as I refer to them in my head) to be a little more indifferent to other people, especially Erik. Not too much but enough that it's there. I'm glad you liked the Phoenix explanation! Whenever I pull stuff from comics I worry that it'll be kinda crazy (cause let's face it, the comics can be kinda crazy). And Onslaught's gotta get a little bit of beatdown every now and then. He's tough. He can handle it._

_Guest: Unfortunately, the talking was necessary to move stuff forward and get all the characters (and audience) caught up on where they are. More action to come though!_

_Bookaholic27: :D Thanks! It's been a little challenging keeping that balance between them being friends but also kinda sorta enemies, so I'm glad to hear it's coming through. You'll have to wait a bit longer to find out what she took from Charles, but it'll come…eventually._

_H. Artemis: Thank you so much! That was just what I needed to hear. I have to say, after reading your review, I had to sit down and work on the next__ (aka this) _chapter more. Don't want you guys to have to wait too long between! No worries about being all over the place. Reviews generally inspire me to write more either way, so I'll take anything I can get :D

* * *

**Chapter 6: So long to devotion, you taught me everything I know (The Killers, "Human")**

Once Charles and the other felled X-Men were recovered, it was hardly a challenge at all to find Phoenix. At least not with Onslaught's help. Charles even had to stay in Cerebro a few minutes longer than necessary so it wouldn't seems suspicious that he'd found her so quickly.

"She's at her old house," he announced, rather anti-climatically, to the combined mutant forces waiting behind him.

"Just like old times then," Erik said with a confident smile.

The first time Charles had traveled to Jean's house had been fairly early after the formation of the school. He and Erik had gone together, recruited Jean with an impressive spiel about community and developing talents, then gone out for drinks. Thinking about it, those first few recruiting trips had been strikingly similar to what had become known as Magneto and Professor X's Radical Road Trip (Sean's words, not surprisingly). They had been good times, times Charles thought back on fondly. He glanced to Erik, who rewarded him with a quirk of his lips. Maybe someday. But now wasn't the time to reminisce…or, for that matter, to maintain any hopes for the future, especially after their last conversation.

Everything came together quickly. Azazel dropped the members of the Brotherhood who wouldn't be accompanying them back at their headquarters. Someone had to look after Magneto's soldiers and Mystique was apparently the best candidate. Once he returned, Emma, Janos, and Erik linked hands. Erik offered a hand to Charles, who took it and completed the link with Hank, Ororo, and Alex.

The world disappeared. Darkness swirled for the blink of an eye before it reformed into the sunny landscape of suburban America.

"Spread out," Magneto ordered. The X-Men looked to their leader for guidance. Charles gave a sharp nod.

The unspoken agreement had been to keep equal numbers. Thus, each mutant contingent had their four chosen representatives. Best to keep things smaller. It would be easier to manage the situation.

The mutants fanned out, but stopped after only a few steps to look around warily. It was easy to see why. They were right in front of Jean's childhood home in the middle of what should be a subdivision full of families bustling about, yet it was completely silent. No birds, no traffic, no children playing. It was as if everyone had cleared out and left. In fact…

"Everyone within an 7 block radius is gone," Charles said.

Emma, sparkling in her diamond form, looked to her fellow telepath. "Why did she send them away? Phoenix doesn't seem the type to care for the safety of others."

"No, but Jean would. Perhaps there is still hope."

They paused for a moment. A light breeze rustled the leaves of the maple tree in front of them. It seemed enough to break their eerie trance.

Erik stepped towards the house. "Emma, Riptide, Azazel, guard the perimeter. I want to know if any humans decide to come back." He looked to Charles with a gleam in his eye. "And keep an eye on the X-Men. We wouldn't want any incidents."

Charles offered his own tight-lipped smile. "Hank, Ororo, Alex, stay outside. You'll know if I need you."

"What about the Brotherhood?" Alex asked as Charles began wheeling himself forward with Magneto at his heels.

"Don't make the first move, but defend yourselves and any innocent humans in the event of an attack. If past incidents have shown us anything, it's that you're more than capable of defeating Erik's little army."

He couldn't see the affronted expressions of the Brotherhood or the barely-masked amusement on the faces of his own people, but Charles knew they were there. Onslaught chuckled from somewhere in his mind.

"Don't be too arrogant, Charles," Magneto said, approaching the door. Honestly, he could have been a politician in another life with a smarmy tone like that. "If I recall, your band of merry mutants took quite the beating last time we met."

"Perhaps we can discuss tallies in our respective victory columns later. I believe you mentioned old times. You were the one to knock when we were here last if I remember correctly."

"Oh, knocking is so mundane." The lock clicked and the door opened with a flick of Erik's wrist. He gave the universal gesture for "after you".

The house was the picture of suburbia. White lace curtains waved in a breeze coming through an open window. Fresh flowers decorated a pristine living room. It wasn't until they entered the kitchen that anything seemed amiss. The kettle was close to boiling if the beginnings of a whistling sound were anything to judge by. Pots and pans hanging from a pot rack were shaking. Water in a jug swirled so perfectly that it could easily be mistaken for Storm or Riptide's work.

Phoenix herself was seated in a wooden chair in the sitting room past the kitchen. Charles glanced to Magneto, who gave a short nod, before moving forward. All the furniture hovered a few inches off the ground. As soon as Charles crossed the threshold from the kitchen to the sitting room, the furniture dropped.

"I knew you'd come," Phoenix said, smirking as she looked up. She'd changed clothes at some point, though Charles could only guess where she found the time or the new apparel. Jean's usual khakis and fitted t-shirt left behind, the woman now wore a leather pants and a red satin contraption of a shirt that left little to the imagination. The being was apparently taking advantage of having a young, fit body again. She would appear the picture of relaxation if not for the firm grip on the armrests and the almost invisible pinching at the corner of her eyes. Jean was fighting back after all. Good.

"For all intents and purposes, you're holding one of my students hostage. I wasn't going to abandon her."

"Hostage?" Magneto said as he sidestepped into the room to Charles' right. "Let's not be too rash with our accusations. I'm sure Phoenix has a perfectly good reason for what she's doing." He gave a nod and a smile to the woman's direction. She gave a half smirk in return.

Charles managed to keep from turning to Erik to throw the man his patented 'What are you doing?!' glare.

Apparently, he didn't have to turn to give off an aura of disapproval though because Erik huffed out a laugh and continued. "You're always the one trying to get me to compromise, Charles. Besides, I don't think any of your mind games will work on this magnificent creature, do you?"

This was happening. Erik- no, Magneto- was trying to undermine Charles. After everything that Charles had told him, everything Erik must know to be true about Phoenix and her power, all the promises Erik had made to let Charles take the lead…and Charles found he wasn't actually surprised. That was almost more disappointing than Erik's actions themselves.

This time, he didn't hold himself back from sending Magneto a look he knew was equal parts pleading and warning. That seemed to silence the man for the time being.

"I'm here to help Jean. You and I have our differences, but I don't mean you any harm, Phoenix. I know what you are now. I know what you've gone through. I felt your pain, your suffering. It doesn't have to be this way."

Phoenix crossed her arms with an expression that screamed holier-than-thou. "Oh, I think it does. You say you've seen my pain and suffering. Yet seeing and experiencing are two very different things." She leaned forward to rest her elbows on her knees. "You see so many people's minds and you pretend that gives you the right to make decisions on their behalf, using their knowledge. You know nothing, Charles Xavier. Nothing. Jean has seen now. She has experienced it through me. She knows."

Charles let Phoenix talk, taking the opportunity to slip into her mind. He'd been right. It was much easier now that he knew the entity's mind. It also helped that she was distracted by her monologue. A solid wall stood between him and a section of her consciousness that no doubt held Jean. He tapped the walls trying to find a weakness. He could feel Jean stirring, attempting to exert control. He was so intent on his task that he almost missed when Phoenix stopped speaking and Erik started.

"I won't pretend to know what you've gone through, but I do know that the world is full of hardships and people who wish nothing but pain on those they see as different."

Charles jerked back to the present, keeping a finger in Phoenix's mental door. There was only so much he could take. "Erik, stop it."

_If he wasn't wearing that damn helmet, I'd stop him for you_, Onslaught griped. Charles found himself agreeing with his darker half. That should've scared him, but there were other things to worry about now. Like how he had to keep Phoenix at bay without utilizing (and thus revealing) his greatest asset while also fighting Magneto, who was wearing a helmet that kept Charles from being able to do anything but swat at him from his chair.

Magneto, who had moved to give a quick glance out the window, turned back, his cape rustling a few stray papers on the floor. "No, Charles. Not this time. It's obvious that you've been holding Jean back. With Phoenix, she may be able to finally reach her potential."

"You don't know what you're saying," Charles replied with growing frustration. His hold was slipping, but Jean was fighting more. If only he could-

A lamp shot across the room.

"I am sitting right here, and I am not a being to be trifled with. I am older than generations of your families," Phoenix grit between her teeth. Her composure had deteriorated. She gripped the arms of the chair with iron fists. Her auburn hair was beginning to wave ethereally in a non-existent breeze, forming what could described either be the beginnings of a halo or the hood of a cobra about to strike.

Charles felt his grip slip. He tried to surreptitiously regain it when Phoenix's eyes shot to him. "Did you learn nothing from our last exchange? Stay out of my head, Professor," she spat. All the doors to the room slammed shut and the furniture started rising again. Distantly, Charles heard the front door crash open. Their companions had apparently decided they were in trouble. And it would appear they were right. Phoenix, however, was blocking the other mutants from taking action. Magneto, for his part, looked delighted at the show of power. This was getting out of hand. Fast. Giving up on stealth, he tried to pry open the crack in the wall keeping Jean at bay.

"I said stop it!" Phoenix shouted, sending Charles' wheelchair back a few inches.

"Perhaps you should listen to her, Charles." The delight was fading from the magnokinetic's face. He still sounded amused, but it was evident that the physical attack on Charles, however small, had roused him to the danger they were in if things went south.

_Don't push her unless you're willing to let me out, _Onslaught said.

"We can help you, Phoenix" Charles continued, ignoring both Erik and Onslaught. "It's not too late. You can let her go."

The burning of Phoenix's eyes dimmed a bit. The crack opened more. Then, of course, Erik decided to overcome whatever fear he'd had for Charles and speak up.

"Don't lie to her, Charles. You want to get rid of her. I would never give up such an asset. The humans will not stop trying to kill us." He turned to Phoenix. "You have the power to do something about that."

The telepath barely managed to contain Onslaught as he reared up, ready to attack.

_Let me out, Charles! He won't stop unless we make him._

"They'll imprison us," Magneto continued to Phoenix. "You know this. You've seen it and much worse from what Charles told us."

"Not everyone feels that we're a threat!" Charles shouted. The everpresent hold he kept on his temper was loosening. It was a mistake to let Erik come. What had he been thinking? "For every person who wants to imprison us, there are scores who don't."

"Charles puts too much faith in the humans. We are the superior race. We deserve the planet, not them."

"Erik, please!" Charles yelled as wind started picking up in time with the growing flame in Phoenix's eyes.

"I'm sorry, Charles. Phoenix is too much of an advantage to abandon."

This was it, then. This was the moment where Charles saw his friend slip out of his reach. The Erik he knew was gone, lost to a needless war. It was a surprisingly quiet realization. Not with a bang but with a whimper, as Eliot put it. Of course, that may have been due to the continuing battle Charles was waging against Phoenix.

"You don't know what you're getting yourself into," Charles said in a last attempt to hold onto his friend. "She will betray you. Just like Onslaught. She works for no one but herself. That kind of power cannot be contained."

"At least you're right about one thing," Phoenix said. And in the blink of an eye, any progress Charles had made with Jean was gone. The wall was stronger than ever, reinforced beyond even his power. Phoenix had fully manifested. Wind billowing around it, the thing using Jean's body relinquished its grasp on the chair and stood.

The windows exploded, throwing Charles' wheelchair back another foot and hurling Magneto across the room. He hit the opposite wall and slid to the floor, dazed. Phoenix snapped her attention back to Charles and advanced towards him.

Charles spared a glance at Erik, assuring himself the other man was still conscious, before facing Phoenix once more. "Let Jean go."

Phoenix let out a humorless laugh and flicked Charles back another couple of inches for the fun of it. "I told you, Charles Xavier, your precious Jean can do nothing to act against me. Her energy is depleted. This body is mine now. I will no longer be controlled by that puny little girl or the walls you tried to build around me. You speak of freedom for mutants, yet you imprisoned me. You would have seen me tethered behind Jean Grey until the end of our existence. You are the biggest hypocrite of all."

The house was a war zone by now. The floors were barely visible under the broken household objects littering it. Magneto caught his breath, which had been solidly knocked out of him by the wall. His hand shot to his head. The helmet was still firmly in place. Magneto let out a small sigh of relief then turned back to the action unfurling before him.

Charles was saying something to Phoenix. He could barely catch the words over the whirlwind that would've made Janos jealous. She must not have liked what she heard though. Her eyes blazed brighter and Charles began lifting from his chair. The other telepath's eyes widened but quickly returned to normal. Magneto knew that face well. It was the one Charles wore during battle.

"Jean-"

The tornado Phoenix was creating kept Magneto pinned to the wall. He could do nothing as he watched Phoenix levitate Charles fully out of his chair and grab his throat. He wasn't sure what the feeling in the pit of his stomach was. He didn't wish harm upon Charles, but the man was stubborn as ever. If he'd just listen…if he had backed off when Phoenix had warned him, this wouldn't be an issue. Maybe Phoenix could knock some sense into the telepath.

The woman spoke, this time audibly. "I will make sure you never stand in our way again."

Just like that, the questioning thoughts he'd been having towards Charles were swept away. Now Magneto could pinpoint exactly how he felt. What he'd thought was fear when Charles had been missing and the school burning was but a pinprick compared to this. This was genuine terror. This wasn't just teaching the professor a lesson. Charles was in trouble, could be killed, and there was nothing Magneto could do to help him. The woman was truly, magnificently powerful.

Charles was choking and something was happening…something that definitely wasn't good. A stray paper caught in the wind swept past, leaving a trail behind it. Was it on fire? Magneto followed it to find that, no, it wasn't on fire. What he'd taken for ash was actually the material disintegrating. As in literally disintegrating. Its atoms were falling apart. Now that he took in the rest of the room, he could see that the paper wasn't Phoenix's only victim.

The magnokinetic fought against the force holding him as he once again faced his friend…his friend whose hand was glittering like bits of wood in a flame...like the paper had.

"Charles!"

Charles could only twist a few inches towards Magneto, his resigned gaze meeting the shock and horror no doubt painted all over the magnokinetic's face. How was Charles so calm? Why wasn't he fighting? How could he keep himself together when all Erik could do was scream _He's going to die, she's going to kill him_ over and over in his head.

Just as the sparks running up Charles' hand spread to his chest, the whole room shifted. Charles' body had snapped back towards Phoenix in what Erik had assumed was a last ditch effort to defend himself and go down fighting. Perhaps he was right. A new energy started building. Charles was encompassed in light, but not the one of Phoenix's creation. Where the light went, Phoenix's peaking power was driven back. The woman narrowed her eyes and pushed. Charles gasped and clinched his eyes shut against whatever had been done to him. When they shot open again a few seconds later, they were orange. A very familiar orange. What the-

A wave of power pulsed from the levitated telepath. The whirlwind ceased as Phoenix was flung into the wall behind her. Magneto found himself shoved against his wall again, forced to shut his eyes against the burning light. The chaos fell into silence. When Magneto opened his eyes again, the formerly airborne objects were scattered across the floor.

In the middle of everything was Charles, collapsed facedown on top of some painful looking bits of wall and books, panting. The telepath dragged his head up to meet Erik's gaze. He looked exhausted, more exhausted than any time Erik had seen him, including some marathon sessions in Cerebro. It would be a lot easier to pity the man if the bright aura of orange wasn't still receding back into him. His eyes shone the undeniable hue that betrayed Onslaught's presence.

The rage that had been Erik's constant companion in his adulthood roiled inside him, reaching levels he hadn't felt in years, sweeping away the terror that he was about to watch Charles be killed in front of him. Charles' gaze begged for understanding. Begging for understanding meant there was something to understand and forgive…which meant not only that Onslaught's existence wasn't a surprise to Charles, but also that the being hadn't forcibly taken over like he had in the past. They were working together.

Across the room, part of the bookcase on Phoenix's arm dislodged. Erik broke his stalemate with Charles to look at the wall where she was dragging herself upwards, anger and discomfort warring for dominance on her face. She glared at the telepath, who turned his head weakly to glare back at her. Erik thought she might make another run at Charles…Onslaught…whatever. The rage within him swelled again at the mere thought of the other entity. Everything was silent outside of the heavy breaths of the three people in the ransacked remains of the house. The woman dusted herself off, then turned to Erik.

"I've decided I will help you. Come."

She glided through the rubble of the room, ignoring the other telepath's presence. Doors flung themselves open to reveal Hank and Ororo pushed against the far wall, kept there by Phoenix as she strolled by. The rest of the mutants waited outside in the yard, backing up and taking defensive stances as the creature approached.

Magneto turned back to Charles. Charles who refused to fight the humans, but wouldn't hesitate to attack his fellow mutants. Charles who had lied, let him and everyone else believe that Onslaught was dead. Charles who would apparently cooperate with Onslaught while he left the Brotherhood to fight for their freedom. How could he ever trust Charles to do what was right for their kind? And now he had his key to victory ready and willing to work with him. The only thing standing in his way was the tattered remains of his friendship with a man who clearly had no regard for said friendship.

He gave his head a quick shake to clear it, his helmet sending a beam of reflected light onto the wall from the sun shining through the open door. Then, he locked away the emotions rampaging about his mind, freeing himself of the remnants of guilt and fear he'd felt during Phoenix's attack, and threw away the key. He was done. Charles had made his decision and now Magneto had made his. It was time to end the war. He pulled himself to his feet and moved to follow Phoenix.

Charles clearly recognized what Erik was doing. The evidence of Onslaught's presence was gone, all except for the spark in the telepath's once-blue eyes. He appeared to lack the energy to speak, but his expression shifted from begging to a flash of disbelief and possibly hurt to anger. By the time Magneto paused at the door, Charles was glowering at him. There was a darkness behind the glare, a ferocity that Erik hadn't seen before even when Onslaught was in control. Magneto tucked away the last tinge of regret he felt before smirking and giving a mock salute. Then, striding past a gaping Storm and Beast, he left his friend – or rather ex-friend - behind.

* * *

_So, stuff went down there. Let me know what you thought about it :)_

_Movie Notes: This is the one scene from X3 that I knew from the start I was going to pull directly from. In X3, the X-Men and Brotherhood happen to converge upon Jean's house after Phoenix makes itself known. Erik and Charles go in. Things don't go well. Phoenix leaves with Magneto after killing Charles. I chose to have less dying happen. I directly quoted a few lines and pulled some of the imagery of them going through the kitchen from the movie. I also based what Phoenix was wearing on her outfit from X3 (to a degree)...I think. I googled that part cause I don't have the movie on me at the moment._

_Cultural Notes: The passing reference Charles makes to T.S. Eliot is from_ The Hollow Men, _where he said, __"This is the way the world ends/Not with a bang but a whimper"._


	7. Chapter 7

_Sorry for the delay. It figures that the few weeks I can devote fully to writing I'd get writer's block. Oh well. Here's this. It's another less action-y chapter, but they've gotta happen to set up what's to come._

_Sailor GaOn Donut: There was a lot of action, right? This chapter was a little more…settled to make up for it, but hopefully that's okay. Happy to hear you liked it!_

_MirrorFlower and DarkWind: Aw thanks! I wish I could make Erik more sympathetic, but I really can't. I think I'll just give up and hope for the best. He has a point in the comics, but I just can't write him sympathetically. Haha! I'll leave it to Michael Fassbender and Ian McKellen to make him sympathizable._

_icanhearthedrums: Not wrong at all! I want to slap him too, which is probably why I have such a hard time making him a sympathetic character (see response to MirrorFlower above). I'm glad it was epic though! This is a bit calmer, but that's the way it's gotta be to build to where I want to be. Hopefully it's still enjoyable :)_

* * *

**Chapter 7: I walk a lonely road, the only one that I have ever known (Green Day, "Boulevard of Broken Dreams")**

Alex put up as much of a fight as he could once he realized what was happening, but there wasn't much he could do with Phoenix against them. Beast and Storm were pinned to the wall and the Professor was sprawled out on the floor. He was the last line of defense. Fat lot of good that was. She cut him off from his power before he could release more than a few wisps of plasma. And wasn't that a fun feeling. He'd always imagined not having his power would make him feel "normal" (whatever that meant), but in reality it just made him feel pointless.

As soon as Magneto disappeared with Jean and the other Brotherhood members, Alex felt his power rush back to him. Phoenix's hold on Storm and Beast dropped too, leaving the pair to slide to the ground. Hank scrabbled over to Charles, who had passed out as soon as Magneto had stepped out the door. Things had been perfectly in control not ten minutes earlier, Alex thought. Now…well, there was nothing he could do about the Brotherhood so he might as well see what was happening with the Prof. It wasn't until he was inside the house approaching the others that he realized he was panting. Whether it was from rage or exertion or stress or all of the above, he didn't know.

"Is he okay?" he asked as Hank felt for Charles' pulse.

Hank sighed. "It seems so. His pulse is strong and there are no injuries evident."

It felt like they'd been dealing with an unconscious leader and unfavorable circumstances just yesterday. Oh, wait, they had. Except this time they were dealing with something a little more serious too.

"Was that what I thought it was?" Alex continued.

"Yes."

Of course Onslaught being dead would've made life too easy. Hank was clearing a space next to the telepath, pointedly not looking at anyone. Not good. If McCoy was in neutral mode, it meant he was calculating or fuming.

"That was Onslaught?" Storm asked.

"Yeah." The scientist stopped and took a breath, pinching his nose where the glasses he'd left in the lab usually rested.

"He seemed…considerably less violent than last time."

"Well, it would be hard for him to have been more violent, wouldn't it?" Alex snapped back. Storm awarded him with a cool stare. She was the only person Alex had ever met who could raise a judgmental eyebrow at you without actually raising a judgmental eyebrow.

But now that she mentioned it, Onslaught had been considerably less violent than he could've been. The entity had been destructive, had ripped Erik's mind from his body, had killed without a thought last time they'd met. This time, he kept Charles from meeting an untimely demise and nothing more. He acted only in defense. Sure, it had obviously taken a lot out of the telepath, but with the wave of power they'd felt out on the street, Onslaught could've taken an approach that was more…damaging.

"We need to get back," Hank said, breaking Alex's thought process.

"Whoa there, how do we know he isn't a threat? He was less violent, but that doesn't mean he's not violent at all." It was weird implying that the Professor was a threat, but with the safety of the team and the school on the line, he had to think of the bigger picture.

Hank shook his head. "I need to make sure he's not injured. He seemed to be in control from what I could tell."

Alex stared at Hank. At some point, you'd think they would've developed the ability to have silent conversations. They were around each other enough. But, no, that would be too easy. Plus, that would probably annoy Charles, which brought him back to-

"We have to take the chance," Beast said after breaking eye contact to look back at Charles.

"We thought he was in control last time and he managed to leave you and me catatonic and tore up Ororo's back pretty good."

"We don't have time to argue about this, Alex!" Beast raising his voice, it never failed to be just a little terrifying. "Magneto just took Phoenix. We have no idea what they can do together and Charles is our best hope at figuring it out. Hell, we may have to deal with the fact that Onslaught is our best chance at defeating them."

Alex ran a hand through his hair and turned, pacing a few steps away before coming back. "Fine. Storm, find a working phone line. Call the school and get Scott to pick us up with the jet. Don't tell him what happened. Just…tell him things didn't go according to plan."

Storm nodded and took off. Alex admired her ability to keep herself separate from events. He didn't know if it was her upbringing or just some innate ability she had, but the girl was better than any of them at paying attention to the greater good and doing what needed to be done without letting present circumstances phase her. Speaking of present circumstances…

Hank was back to studying Charles. He'd turned the professor over onto his back after clearing a space on the floor where the man could lie without pieces of house sticking in his back. Alex squatted next to him, then realized staying still wasn't going to cut it and pushed back up to pace.

"Alex, you need to stop," Hank murmured. McCoy was lifting one of the Charles' eyelids. The eye beneath was the same blue they all knew, all trace of the fiery orange that had been there before gone.

Alex was never one to follow orders. He paced a few more times before stopping by the staircase, resting his forehead on the railing, and closing his eyes. Now that things had calmed down a bit, everything he'd been holding back was hitting him at once. He hated when that happened.

"How am I going to tell Scott that we couldn't save the girl his life revolves around? How am I supposed to explain that we did nothing while she took off with our enemy?" He punched the railing. It splintered. Great. Now he was bleeding.

Heaving breaths with his eyes still closed, he didn't see Hank get up, but he heard a sigh followed by McCoy padding over. A paw grasped his now injured hand gently, feeling around for broken bones. Alex hissed as the point of impact was hit and opened his eyes to look down at what the scientist was doing. Hank pulled some fabric from the floor and wrapped the hand. It looked like it had once been a curtain. He wondered if Scott would recognize it from when he'd met Jean's parents not too long ago.

McCoy finished tying the makeshift bandage off. "It's not broken, just bruised and it has a few splinters that'll have to be pulled out by someone who doesn't have bear hands. As for Scott…he'll be okay. He'll be upset and he'll be angry, but he'll have an awesome big brother there with him all the way and a team of friends who are willing to do anything to get Jean back. We'll get through this."

Alex cleared his throat and flexed his now wrapped hand. "Um, thanks, Bozo."

Beast rolled his eyes, but nodded and headed back to Charles.

"How are we going to deal with him?" Alex asked, nodding towards Charles.

"As we have to," said Storm from the doorway. "But for now there's no need." She looked to Hank, their de facto second-in-command in non-battle situations. "They'll be here in a little while. They gave me coordinates where we can meet them."

"Let's go," Alex said. Hank hoisted Charles into his arms and they moved out.

* * *

"The mission will continue as planned," Magneto confirmed to Angel and Azazel. "It's been in the works for months. Our taking advantage of…recent events does not change that. You're dismissed."

Angel flitted off with a curt nod. Azazel was gone before she could get out the door. The pair had approached him as soon as the announcement about Phoenix's involvement with the Brotherhood had made things official. Even though he had assured them prior to the announcement _and_ during the announcement itself, the pair somehow remained unconvinced. At least Mystique, the central figure in the upcoming mission, hadn't questioned him about it (though she'd been vocal about other issues since he'd returned with their new asset). The infiltration of Senate talks was something Phoenix wouldn't be helpful with even if Magneto did want to include her at the last minute. As he'd told the others, these plans had been in place for months, the long game Mystique had become an expert at over the years. Did they think him desperate enough to employ a new asset with no strategy just because he had it?

He supposed it had all happened rather quickly. They'd just returned with Phoenix not two hours before, after all. But when chances presented themselves, they needed to be taken advantage of.

Now, he found himself pacing his quarters while Riptide and Emma took Phoenix to get settled in her new quarters. His cape was thrown haphazard on a simple chair behind his desk, which he'd managed to cover with plans for his machine and enemy research facilities. A draft of the most recent anti-mutant bill was in there somewhere too, he was sure. He had far too much energy and no way to spend it aside from uselessly rattling the metal in his training facility. At least it would keep the recruits on their toes.

Mystique's voice rose to the window, dismissing the recruits for a break before their training with Emma that afternoon. She had been less than pleased at the turn of events, particularly the part where her brother had almost been disintegrated, but she had accepted the necessity of them. At least someone else was as surprised as he was about the reemergence of Onslaught. Emma hadn't been nearly as sympathetic as he'd expected her to be.

After a few more paces, he forced himself to sit down. He needed to evaluate what he knew about Phoenix and how she could fit in their plans. He took everything from Charles with a grain of salt. If the telepath was anything, he was manipulative and (not shockingly) tended to have a different perspective than Magneto on most topics of importance.

Leaning back, he stared at the desk, not focusing on anything in particular, and flipped a pen over his fingers.

He knew from Emma that the entity was a strong telepath. From his own experience, he could say she was also gifted in telekinesis, though that may have been utilization of Jean's abilities. She could easily defeat Charles when he was unprepared, but that advantage was untested against the newly emerged Onslaught. She was also not loyal to the X-Men, especially Charles, who she appeared to be actively antagonistic towards. He could probably trust Charles' evaluation of her previous lives and the persecutions she'd suffered. That boded well towards motivating her to legitimately take up their cause.

Charles had also said she couldn't be controlled, that she was dangerous. He was sure that was true as well, but how true remained murkier. Dangerous to Charles and his cause? Most certainly. Dangerous to other mutants, including his Brotherhood? Possibly, but, again, he didn't have enough information to make a definitive judgment. As for control, that wasn't an issue. He wasn't trying to control Phoenix. Why would he? How could Charles have tried to control such a powerful being? Mutants and their mutations shouldn't be controlled; they should be encouraged, set free.

But none of this answered the question at hand: could he trust Phoenix as a member of the Brotherhood?

No, obviously not, if only because he didn't have enough information. Trust had to be earned. But she would certainly be on their side if push came to shove. Even if she was working towards her own ends, her ends appeared parallel his own for the time being. He'd already told Emma to keep an eye on her. The woman may not be able to defeat Phoenix one-on-one, but she could give her a run for her money and she'd be able to tell if Phoenix was doing anything untoward like trying to burn down their facilities.

Which reminded him that Phoenix joining him hadn't been the only development that day. As arduous a task as trust was to gain, it could be lost as easily a child dropping an ice cream cone. He and Charles had been on opposite sides of a ravine, connected by the bridge of their friendship. Through the years, the secrets festering between them had eaten away at the ropes uniting the two sides and one too many had finally snapped the ties binding them together. It was bound to happen eventually. Their beliefs were too discordant.

Much to his chagrin, that didn't make it any easier. Despite all the facts circling his head about Phoenix and Onslaught and Charles, trying to convince himself he'd done the right thing, a part of him still regretted leaving Charles behind like that. The man had just survived an attack on his life. The telepath could've been injured worse than he appeared. Erik had been proud of how he'd left and the look of defeat on Charles' face. The indignation and rage on Alex's as he tried to stop him had only fanned the fire. He knew he'd kept his mask of victorious indifference on tight and let his anger once again fuel him as he left. But now that things had settled...

No. There was no going back. Gripping the pen he'd been flipping, he sat up. The plans for his machine were on top, covering all but a corner of the bill Mystique had procured for him. Thank goodness. If he'd lost it, she would've been furious. He needed to go through the most recent machine blueprints. It was coming along nicely, but an annoying glitch had come up, throwing an unforeseen wrench into his plans.

There was so much happening, so much more than him and Charles. Peace was not an option, no matter what Charles preached.

And that settled it. He had made his decision and he was going to follow through. He was going to be the leader the Brotherhood needed, the one all mutants needed whether they knew it or not. That leader could have no regrets and no emotional attachments. Especially not to a hypocritical telepath leading the charge for the other side.

With Phoenix's influence, they would win their war. After that, Charles and his X-Men would join them to rebuild the world as it should be…and if they didn't, they wouldn't be worth worrying about. Until then, he had other things that deserved his attention. Phoenix was due to meet him any second now. He had plans to make.

* * *

Charles had woken in his own bed with Hank hovering over him. Last he'd remembered, Erik had just left with Jean after finding out about Onslaught. Things hadn't exactly gone to plan.

_That's putting it lightly. You should've let me out earlier. If I hadn't had to force myself past your silly shields, I could've done more good._

Onslaught's internal voice was angry. Seething, actually. And he wasn't the only one. Of the four minds he sensed in the room, all were emanating varying degrees of anger. It was hot. Ororo's was the least, hovering somewhere between lukewarm and uncomfortable. It seemed she was more concerned for Scott, whose chaotic mind was off somewhere with Bobby and Warren working off the pain of their failure. Sean was full of confused anger, a hot tickling sensation, while Hank's anger tipped more towards resigned disappointment. The scientist had had his suspicions about Onslaught's continued existence. He was a smart boy. It still hurt to have a mentor's betrayal confirmed. Alex's anger was scalding, though whether it was directed at Charles, himself, Phoenix, or Erik, Charles couldn't say for sure.

"How do you feel, Professor?" Hank asked with the neutrality of a man in medical mode.

"Tired. I have a headache." He hadn't realized either was true until he said it. His whole body was weak and his mind was sore from overexertion.

_Which was completely unnecessary,_ Onslaught added testily.

"Your heart rate and blood pressure are inconsistent but stablizing. From what I can tell, you're going to be okay."

Charles closed his eyes and gave a weak nod. It was all he could do for now. He'd almost drifted back to sleep when Alex pushed off the wall where he's been stewing and approached to lean against the bed with clenched fists on either side of Charles' feet. One of them was bandaged, something Charles would have to inquire about later. For now, it appeared they were going to have it out on another issue.

"How can you trust that thing? How can we trust you?"

"That thing is me. Onslaught is a part of me. He always has been. The problem was that I did not accept him. Now that we're working together-"

He paused to let Alex scoff, push off the bed, and cross his arms over his chest. Taking the time to muster his energy, he kept silent until the man settled down.

"As I was saying, he's far less likely to feel the need to go off on his own. The issue wasn't that he existed. It was that I refused to accept that he did."

"But why can't you get rid of him?" a more level-headed Sean asked. "Why didn't you let Magneto kill him?"

"You don't understand," he said, frustration growing. Fatigue never did good things for his mood, not to mention all the other…developments flashing in the back of his mind. "Loath as I am to admit it, there will always be a part of me that wants to do unspeakable things and I will always tamp down those desires, which means that, unfortunately, Onslaught will always exist."

_Unfortunately? You offend me, Charles! I thought we'd made progress, t_he entity teased with a hint of the anger still simmering in the undertones.

"Even if we had killed Onslaught, he would've been created again," Charles continued. "The only way to kill him would be to..."

From the confusion on the faces of the other mutants, it was clear they didn't get the implication. All but Hank, who had been continuing to monitor Charles' vitals throughout their conversation. He paused in his ministrations and met Charles' gaze.

"The only way to kill him would be to kill you," McCoy finished.

Charles nodded, ignoring Sean's dropped jaw, Alex's startled stance, and Ororo's widened eyes. "I made a decision two years ago. I accepted that Onslaught was, is, and always shall be a part of me. I took a calculated risk that our tentative armistice would be beneficial to all involved parties. So far, that risk has paid off. We keep each other in check and we've grown more powerful in doing so."

"More powerful?" Storm asked.

With the flick of his wrist, metallic decorations of all sizes began to waltz around the room. Compared to what he could do, it was a small task, but it tired him more than he'd like to admit. Still, it was worth it to feel their surprise.

"Is there anything else we should know?" Hank asked. He'd been the least impressed by Charles' show. Disappointment was still heavy in his mind.

"I apologize for keeping this from you. I needed to be sure Magneto would remain unaware of Onslaught's continued existence. It was the ace up our sleeve, if you will."

"And you didn't trust us not to let it slip?" Alex asked.

"I didn't trust Emma Frost not to pull it out of one of your minds on the off chance that I couldn't protect you."

"And you thought if we knew Onslaught was still around right after Alkali Lake, we'd question your judgment. Now that we know he's been around for two years and everything is okay, you think we'll accept it."

The Summers brothers were more perceptive than they let on. "Do you?"

"We don't have much of a choice, do we? Were you ever going to tell us?"

Charles paused. "Magneto must be stopped. Phoenix must be contained so that we can get Jean back. Together, we can do that."

Defending himself was taking its toll and even Charles, an expert on concealing emotion and weakness, couldn't keep his weakening constitution hidden.

"The Professor needs to rest," Hank said. "Gather the others. We can decide where to go from here. I'll join you after I finish checking Charles."

"But-"

"We aren't going to get any more information right now, Alex. He's exhausted. It won't do any of us good if he isn't allowed to recover."

The three filed reluctantly out of the room. Once the door closed, Charles let his shields fall, all but melting back into the mattress.

"Thank you, Henry. I suspected you knew."

"I don't like it. I don't trust Onslaught any more than they do."

"But?"

McCoy took a settling breath. "You're right. Magneto and Phoenix need to be the priority. If Onslaught can help, then so be it. We'll deal with the rest when the time comes."

Charles tried to nod. He didn't know if he was successful. "I apologize for keeping it from you. Truly."

"I know," the scientist sighed, pinching his nose. "Rest, Charles. You need to recover. If you were anyone else..."

"I'd be dead, yes. Well aware."

The scientist made sure Charles drank a proffered glass of juice before heading out of the room, pausing just before shutting the door. "Are you really going to be able to stop Magneto...no matter what that may entail?"

Whether it was the fatigue or the impact of Erik's decision, the question dealt the final blow to Charles' mask. The facade he hadn't known he'd been holding dropped, leaving flaming blue eyes in their wake. For the first time, he actually looked angry. "The man we knew is clearly gone. I'm done trying to find him. This madness must be stopped."

With a stiff nod, Beast was gone. Charles felt echoes of discomfort from Hank at his mentor's coldness towards a man he had been so close with. The thought was quashed quickly. Magneto hadn't seemed to care that Phoenix had very nearly killed Charles. A faded scene Charles was unfamiliar with faded in. It was Erik's face, probably just after Azazel had saved them from Phoenix's first attack, a flash of concern popping up before disappearing just as quickly. It was almost physically painful to feel the hope Hank had been holding, the hope that Magneto still had a modicum of humanity in him, turn to ash.

The last thought Charles heard before sleep dragged him under was in Hank's voice, wondering if the man they'd met all those years ago, the man who lead them in their first struggle against Onslaught, who had, in fact, saved Charles on more than one occasion and who Charles had deemed worth saving every now and then too, was truly gone. Perhaps that question had been answered long ago. They'd just been ignoring it because it wasn't the one they wanted to hear.

* * *

Miles away in the park old men went to play chess, a little girl sat staring at an empty table wondering where its usual inhabitants had gone.


	8. Chapter 8

_I feel like I always start by apologizing for how late my update is. In my defense, my vacation finished and I had to make the 11 hour drive back to school then almost immediately start 4 weeks of intensive classes. I'll do the best I can with updates. If it helps, I'd rather be writing this._

_The Hobbit trailer came out while I was writing this chapter, thus the title. Oh, and I change POV in this chapter a lot. I marked it with ** when I do so it'll hopefully not be confusing._

_Bookaholic27 and Sailor GaOn Donut: I added that last sentence at the last minute, so it's good to hear it worked. As for the building up, it's been building in my mind for two years now. Guess it came through in the story. Haha! More aftermath and action to come!_

_icanhearthedrums: Thanks! :D There was quite a lot of drama going on. I guess drama doesn't always need to come through action._

_MirrorFlower and DarkWind: They have a rough time. Someday things will be better. Someday. Haha! Or maybe that should be an evil laugh…_

* * *

**Chapter 8: In time, all foul things come forth (Thranduil, "The Hobbit: The Desolation of Smaug")**

Three months since Phoenix and Magneto's abrupt disappearance from their lives, and there had been no definitive move on the Brotherhood's part. It frustrated Charles to no end. Then again, it shouldn't be all that surprising. Phoenix had proved patience was a virtue she possessed plenty of. And if Erik could challenge Charles in chess, Magneto was certain to use those skills to his advantage militarily. The wait between one's own move and that of one's opponent was always the most nerve-wracking.

There were signs of change. Attacks on "research facilities" had escalated and were leaving the facilities obliterated in Phoenix's signature disintegration technique.

The media was, of course, scrambling to find an explanation. The Brotherhood had made quite a name for itself. A change in tactics was newsworthy nowadays. Magneto had gotten a nationally-televised speech out of it. It had given new life to the mutant rights protests that had been popping up around the country.

But, as Charles feared (and expected), anti-mutant politicians were using it to their advantage, touting the danger mutants posed to society based on their ability to leave an empty field where a 3-acre facility once stood with no sign of the inhabitants. A few even flat-out lied, making statements about how the mutant subjects they were trying their utmost to help had lost control and somehow managed to take everything with them. The only thing more dangerous than a purposely violent mutant was an accidentally violent one. After all, if they couldn't control themselves, what was to say they wouldn't sneeze and destroy a school or a park or a hospital?

Onslaught was livid. Charles had to work harder than ever to keep his temper in check. It was difficult to put an optimistic spin on events. He'd been fielding calls for interviews since the first of the new wave of attacks. He'd refused to do anything but give general statements of reassurance with his usual spiel about genetics. Despite numerous offers, he didn't think he could handle going on live television. Not with Onslaught rearing to go and Phoenix at the back of his mind. The debacle with Donovan Zane had been bad enough on its own.

Thankfully, human proponents of mutant equality seemed to be speaking out in his place. At least Charles wouldn't have to worry about that. Let the humans fight amongst themselves. He had enough to worry about on his own.

He knew what Phoenix was going to do. He just wasn't sure how she was going to do it. Clearly, she'd seen something in the minds of Magneto's people to lead her to believe she could achieve her goals through them. She wouldn't have gone with them if she wasn't absolutely positive she could get her way and he doubted she had any qualms about rummaging through their heads to evaluate her options. The questions now were what they had and how far along they were. He could only hope the situation wasn't beyond his control to repair. If she got too far along in her plans, the only way to stop her would be to-

_Let's not get ahead of ourselves_, Onslaught interrupted. _It's not too late. We don't know what she has. Until we do, there's nothing we can do about it._

Charles took a cleansing breath. _Of course. Plan for what we need to. The rest will come when it comes. _

Despite the words, he couldn't help the wave of anger that crashed over him when he saw yet another picture of Magneto on the news that night. What a mess things had become.

* * *

Training the recruits was a necessary duty as a senior member of the Brotherhood. That didn't mean Emma had to like it. With a roll of her eyes, she approached one of their newer recruits. He was trying to throw fire at his sparring partner. Trying being the operative word.

"You won't stand a chance in a fight with that posture," she said as she jerked his shoulders back from their hunched position. "You have to favor your strengths. Be confident in your power. Pitching fire at someone is not done effectively from a slouch."

The boy, who had chosen the ever so creative name "Burner", corrected himself as she backed off. The next shot, he hit his target, a girl who could deflect energy, straight on. The girl, Unas, dropped her smoking hand and shook it before throwing an energy field back at the smirking boy.

"And never gloat," Emma said as the boy fell. "It gives your enemy time to regroup."

She sauntered off to assess another pair. It was simultaneously rewarding and incredibly frustrating to deal with training. She spent more time than she'd like to admit planning her sessions with their growing group. It wasn't her favorite activity, but if she was going to do it, she was going to do it well.

Right on schedule, the recruits lined up for their next assignment. Emma moved to pace in front of them. It would all be very army general if not for the pristine white skirt and blouse she was donning.

"You need to be ready at the drop of a hat to fight for your life," Emma said as she paced. "We may be attacked tomorrow. We may need to defend ourselves against humans and the X-Men. You need to be able to take care of yourself well enough to obtain the mission objective, whatever that may be. Understood?"

Most of them shot back a muttered "understood", though some were looking around with disinterest. They would learn their lesson in discipline eventually. If not here, then in battle.

"Good. Toad, watch your tongue. You got sloppy at the end and nearly took out Peeper." Emma held back a sigh. Magneto had stuck to allowing members of the Brotherhood pick out their own 'true' names, but, honestly, Peeper? It certainly wasn't very threatening. His power wasn't the ability to perform misdemeanor crimes, which, let's face it, is what a person called "Peeper" would be expected to do. The element of surprise was on his side at least. "Burner, keep your shoulders back. You aren't hunchback living in a bell tower."

The boy and most of his comrades gave a puzzled stare in return. Right. A lot of these kids had dropped out, been disinterested, and/or been persecuted in school. She kept forgetting this was a no literary references zone. Xavier would've appreciated the comment. Hell, _Hunchback of Notre Dame_ was probably on his little school's reading list.

"Go on, then," she said, shooing them to their fight positions. She didn't like having to give explicit instructions, not when her instructions should be obvious.

Figures appeared before each of the now maliciously grinning recruits. Rumor had it training with Emma was a favorite amongst the new kids. They got to fight as violently as they wanted. Not that they would hold back most of the time. They just wouldn't get punished when they injured one of their compatriots.

The novelty of training an army had been fun for all of a week and a half. As with most experiences in her life, she found herself disillusioned rather quickly. She didn't agree with the way lessons were run. By lessons, of course, she meant various battle training sessions and simulations. Unfortunately, there was nothing she could do about it. The Brotherhood wasn't her show to run. She knew her place and that place was as the token telepath. Thinking herself anything more than that would be a joke. Charles was exactly right when he said Erik's helmet spoke for itself. In Magneto's world, telepaths had no place beyond their ability, as weapons to be wielded and distrusted. Then again, they didn't have much of a place beyond that in the world at present. At least in a mutant-controlled world all the telepaths could stand together instead of being separated by pointless lines based on favoring or disfavoring humanity.

She began walking amongst the fighters, making miniscule adjustments to her projections when need be. Something caught her eye from Magneto's second story office window. Phoenix was there. Emma's mind prickled. In the weeks since Phoenix joined them, she'd had many meetings with their leader. Something wasn't right with the girl. There was nothing Emma could pinpoint, nothing that would confirm the (this time justifiable) paranoia Magneto had, but she couldn't help the sense that somewhere a spark had set a forest on fire; it just hadn't reached them yet.

Still, Magneto had begun increasing Phoenix's presence on missions they'd planned since her appearance. And there had been a lot of missions with the info Mystique was gathering from her post in the Senate. The shapeshifter had returned yesterday with even more intel, including details on a rally the Friends of Humanity would be holding with the help of a few anonymous senatorial benefactors.

None of this even touched the fact that their illustrious leader was colder than ever. Not that he hadn't been cold before. He was a military leader if ever there was one, but as of late, he'd been as emotionless as the metal he manipulated.

He hadn't mentioned Charles or Onslaught once since they'd gained their new ally. Emma wasn't going to pretend Magneto's personality shift and that fact weren't related. She supposed she could see why. She'd been just as surprised as they had when Onslaught had made his grand reentrance. Even though she wasn't physically present when it happened, she could sure as hell feel it. The psychic repercussions of the wave he'd sent out had nearly brought her to her knees.

Once she thought about it, though, it made sense that the entity still existed. It was a part of the telepath. Despite Magneto's grand ideas, the professor hadn't been possessed. Not in the true sense of the word. Onslaught was a result of Xavier's telepathy and Xavier's telepathy hadn't gone away.

The more she thought about it, the more obvious it became. Magneto had killed a projection. Charles had let it happen because he had no protégé who could step up to both take over the school and defend against the Brotherhood. It was perfectly logical. But her comrades were somehow blind to that, unwilling or incapable of putting the puzzle together. She wasn't going to waste her breath trying to explain it to them. Magneto had an idea in his head and had dug his heels in. There'd be no convincing him through words.

Emma sighed and tweaked another projection. Perhaps it took a telepath to truly grasp the situation. They did have a different way of seeing the world. A better way, if you asked her. That was why Xavier was so interesting and Phoenix so terrifying.

Phoenix chipped away at the last bits of fingernail polish on her index finger. The girl Jean Grey favored a very different color scheme than Phoenix would if she put thought into such trivial matters. Still, her fingernail was fascinating compared to the (rather one-sided) conversation Magneto was having with her during the "meeting". For how often the man called her into his office, she ended up with surprisingly little information.

She tuned him out, instead peeking out the window. The woman in white was training the young ones again. The woman glanced towards the room and frowned. Phoenix gave a half smile. Other telepaths were amusing. Both Xavier and Frost had the ability to see the world from her perspective, yet neither chose to. Xavier was devious, but somehow remained optimistic. The White Queen, while realistic, was surprisingly neutral on what humanity's fate should be, despite her group affiliation.

"We've made more newscasts in the past 6 weeks than the entirety of last year," Magneto was saying as he glanced through his papers. She didn't miss the quick glance he shot her way before putting some of the papers in a drawer surreptitiously. As if he could hide anything from her. That made it all the more frustrating to wait. She had tried her hand at patience, thinking if she demonstrated her worth, he would take her where she wanted to go willingly. But patience only went so far. She'd been relishing the chance to stretch in her new body. Now she was growing bored. She had goals after all.

"Your role will be much the same in our attack on the Friends of Humanity-"

"I have demonstrated my worth as a member of the Brotherhood, have I not?"

Magneto paused, looking up from his papers and narrowing his eyes. "You have," he replied.

"Yet you refuse to trust me."

Another pause. "Not fully."

"After all I've done for your cause?"

"It's because you refer to it as 'your cause' rather than 'our cause' that I cannot trust you." Not as easily manipulated as she'd hoped. The man had a mind. Bad luck for him. If he wasn't going to let his guard down, she'd have to take it down for him.

"You're hiding something from me," she continued. "Something important. Your teleporter's mind is more easily breeched than yours. He does not know exactly what your machine does, but he's seen enough that I can figure it out."

"How?" Alarm. Well hidden behind an even tone and calm façade, but still there.

She shrugged, leaning back in her chair. "Like your teleporter's mind, your desk drawer isn't impregnable. I may have been trapped in this little girl for a decade and a half, but I was around a long time before that. I've occupied countless minds. And you forget that I had time to browse the mind of one who has spent considerable time with you."

"Charles…" the magnokinetic seethed.

"Yes."

"And what could he tell you about me?" he spat back. Still angry with the other telepath then. Sometimes mutants confused her more than humans did, caught up in their petty squabbles. She certainly wouldn't point out to either of them the damage their little spat would cause them and the world they were so desperately trying to save. The men being mad at each other played to her favor.

"Nothing willingly, I assure you," she replied, preening at the flash of discomfort behind the man's eyes. "He had ideas about what you might be up to. Not the right ones, but still. He knew enough about your strategies to satisfy me. With his knowledge and the information I've pulled from the minds of your Brotherhood, it wasn't too difficult to deduce the purpose of your machine."

"It will do you little good-"

"I've been very patient. I've waited for you to share your information with me. Yet you choose to remain annoyingly vigilant. It would be so much easier if I could pull everything I need from your head." She paused to look pointedly at the helmet, making a perfect imitation of Xavier. "But I suppose I'll just have to make do."

Magneto was on his feet with his arm thrown out before Phoenix could continue. She flew back into the wall and hit it with a resounding crash.

"Are you challenging me?" he began, calm but with a roiling undertone of danger. "After all the opportunities I've given you? After allowing you to be free?"

Magneto circled the table, not bothering to put his arm down. The situation needed to be contained as quickly as possible. Rebellion had been building since she'd arrived. He hadn't wanted to see it, but he certainly wasn't blind. It hadn't taken long to notice her passive questions, trying to get more information than he was willing to give. Yet he couldn't give up on using her. She _had_ been helpful for their cause. They'd made leaps it would've taken months or even years to make otherwise.

But if Charles was manipulative, Phoenix was outright Machiavellian. He had hoped that he'd get his machine up a running and that they'd have San Francisco under their belt before he had to worry about establishing Phoenix's continued loyalty. He'd thought they'd have her more convincingly on their side by now. Acceptance and the promise of power were persuasive (they were how he got most of his recruits), yet Phoenix had remained aloof, appearing to work with them yet clearly playing her own game. It would appear he'd underestimated how much of her game she had in play.

He should've known he couldn't keep the machine a secret from her like he had most of the others. He had no idea what plans she had for it, but if they weren't his plans, he didn't want them coming to fruition. Pulling the metal from the now destroyed chair, he formed a bar across the woman's chest. She was gasping as he approached. But, wait, no, that wasn't gasping. That was laughter.

The bar dissipated and Phoenix rose. "Allowing me to be free? Freedom isn't an allowance given to humor a child. It is taken through bloodshed and sacrifice. I will never be free. Not until every one of the people who have tried to oppress me is dead."

That was something he could understand and work with. "If revenge is what you want-"

"I don't want revenge. I want justice. Your mind is too small. You cannot comprehend what was done to me."

Magneto ducked the blur Phoenix threw at him and threw the closest metal he could back at her. It was easily countered.

Authority could not be lost. They were in a battle for power right now. She was testing her boundaries. She needed to be shown he would not back down. Focusing his rage, he grasped the iron in the woman's blood and used it to hold her in place. It was as good as the telepathic freezing he'd seen Charles perform on occasion. She was far less threatening when she was completely immobile, her life his to control with the twitch of his fingers. Triumph swelled closer, until-

"Do you really think you, a non-telepath, can defeat me, the most powerful telepath in existence?" she spat. "Even with that helmet of yours, I can beat you with one hand tied behind my back. I don't need hands, after all."

Erik stumbled back at the wave of power that threw his influence from her. How had she- it didn't matter. She was powerful. That was why he had wanted her in the first place.

Phoenix had taken advantage of his mistake. The remaining pieces of the chair were hurtling towards him. Without pause, Magneto pulled the metal from the window, shattering it, and formed a shield before the shrapnel reached him.

"You aren't the most powerful telepath in existence," he said, not stupid enough to discard his shield. It was the first time he'd referred to Charles, even in passing, since their confrontation. He found it wasn't quite as painful to think about him now that he could be used as an advantage. And there went another shock of guilt he'd have to deal with after he put Phoenix in her place.

"You fancy your professor is stronger than me?" Phoenix scoffed. "Even with that show of power those months ago, he could not defeat me. You're no better than he was, trying to use me for your own gain. You brought me here to turn the tides in your favor and that I will do. I will destroy humanity before Xavier's powerless eyes and then I will destroy you and him together as you both deserve."

With a sweep of her arm, Magneto found himself being tossed out the broken window.

The window shattering inwards had been the only sign Emma could see or sense that anything was amiss. Still, it was a pretty strong indicator that things were not going as planned. The recruits had all stopped their bouts. Their partners evaporated into the air as Emma turned her focus to Magneto's office. Nothing. She could feel the void of his helmet and the walls Phoenix had were so strong they would take years to break down. She had just enough time to summon the rest of the Brotherhood and turn to diamond before her illustrious leader was sailing out the window.

Phoenix followed, stepping onto the window frame before jumping. She hit the ground two stories later with nothing more than an exaggerated knee bend. The recruits scattered as Magneto threw his arms out and slowed his descent. He came to a stop just before crashing into the grass and pushed himself upright with grace before setting himself on the ground.

The others were spilling from the building now, Mystique leading the charge. Phoenix's eyes lit up. Alarm bells sounded in Emma's mind. Why would Phoenix be so pleased by reinforcements?

Alkali Lake. Onslaught had forced their own people to attack them. The more bodies came, the more people that could be used against them. Emma dropped her diamond form and erected a wall in every mind she could touch.

Just in the nick of time it seemed. She felt Phoenix sweep in almost as soon as she'd fortified her creations. It would've been impossible to kick Phoenix out of a mind she'd gotten her claws into, but keeping her out of a protected one was…doable. It would take all of her considerable strength to do it though. She winced and pushed her palm into her temple as Phoenix scraped her talons down the wall in her own mind. "Talons" was a good descriptor.

Phoenix pursed her lips. Frost knew she could break through the shields with enough concentration. But with her focus split between the members of the Brotherhood on the offense, Emma was betting they'd hold.

As Phoenix dug her talons in again, deeper this time, it seemed like it might be a bet she would lose. Then, Magneto grabbed hold of all the metal on Phoenix's person and lifted her. A gust of wind whipped towards her, sending her flying backwards. She somehow managed to land on her feet. Anger radiated off her. With a sweeping gesture, the battling Brotherhood members were tossed towards the building. Magneto pulled at the magnetic fields that were always at the edge of his consciousness and was able to counteract the move. Azazel teleported before he could receive injury and Mystique used the momentum to turn herself so her feet hit the rapidly approaching wall before flipping back to the ground. Riptide and Angel were less lucky. They hit the wall with a resounding crack and fell.

Magneto dropped to the ground again from where he hovered. He didn't waste time checking on Riptide and Angel. They were down for the count; dead or alive, it didn't matter at the moment.

They weren't testing boundaries anymore. This was an all out rebellion.

"You shouldn't have turned on me," he said, holding out his arm to send a wave of metal towards Phoenix. "We could do great things for the mutant cause."

Phoenix flicked away the projectiles with a smirk. "Great things? I've seen your plans. You think too small."

Small? Please. "We've destroyed mutant internment camps. We've made examples of those who oppose us. We've shown the humans that we won't play by their rules and our mutant brothers and sisters that they don't have to. We won't be rounded up and used. San Francisco-"

"-is still thinking too small. You've done well, I admit that. Your enemy paints you as a terrorist. They fear you. You have shown them you will fight back. I don't disagree with you. But I have broader goals in mind and I've grown bored of passing the time."

"Bored," Magneto repeated. Why did apparently psychopathic telepathic entities possessing powerful telepaths always get bored? "What are you planning that's so superior to my own machinations?" he said with sweeping arms. "Enlighten me."

Phoenix gave a knowing smile. They were circling each other now, the sheriff and the outlaw in the Old West. Mystique had managed to sneak to Phoenix's back. Emma was audibly panting. Hiding Mystique's approach must be a trying task.

Phoenix continued, unaware. "I'll not orate my plans to you. I know your engineer is coming tomorrow. He will take me to your machine."

"What good will it do you to have a machine that amplifies my ability?" He consciously avoided following his second in command as she closed in. Years of working together had ingrained the ability to ignore Mystique's movements as she snuck up on an enemy. Instead, he let his rage at being betrayed once again take over, focusing everything on the telepath in front of him.

"It's not its ability to amplify your ability that I'm after. Machines can be altered. It's the base that's important."

He'd hoped to get more information from her, but Mystique took the moment to pounce. Azazel appeared at Phoenix's back, pulling her into a chokehold, while the shapeshifter swept to the front and swung one of the knives she'd taken to carrying towards Phoenix's stomach.

The screech the followed echoed in Magneto's helmet. The inhuman volume faded, melting into a much more recognizable sound…the pained screams of a young woman. He remembered then that it wasn't just Phoenix they were fighting. This was Jean. The girl who he had recruited with Charles. The girl who showed so much promise. The girl who he'd chosen to use, wanted to train to defeat the humans. The girl who was all but officially named Charles' telepathic protégé.

The fiery-haired woman went limp in Azazel's grasp as Mystique dropped her knife. The only thing breaking the sudden silence was Emma's continued labored breathing. The White Queen had her eyes tightly shut. Magneto moved towards Jean. He was within a few feet when-

"No, stop!" Emma shouted, eyes open wide now. Emma continued, "She's not-"

She was cut off by Azazel and Mystique flying backwards, tossed in the air with a force he'd seen matched only by landmines during the war. Magneto looked to the knife on the ground to see that only an inch was discolored, not nearly as bloody as it should be. Then he found himself caught in the aftershock. He could see Phoenix standing aflame. Her stomach was bloody, though only from a gash, not from a fatal stab wound. They hadn't defeated her. They'd just made her angrier. That was all he had time for before he hit the wall, unable to regain his senses in time to slow himself down.

Mystique hit the ground hard. Not hard enough to take her out, though with enough force that she regretted not deciding to wear some sort of armor. Tiger's stripes were exotic, but they didn't stop bullets (or "they weren't great for protecting against external attacks").

She shook her head, dazed, and struggled to regain the breath that had been knocked out of her. Coughing, she managed to push her bruised body up. Just in time to see Magneto go sailing into the wall and the knife she had tried to use on Phoenix go hurtling into Emma's stomach. Frost fell with a strangled cry. Neither her nor Magneto got up. Phoenix inhaled with closed eyes, savoring something…oh, it must be the feeling of not being blocked anymore.

The edges of fire licked at her mind. She braced herself…but the attack was stopped by a diamond wall. Emma was still with them then. Thank God. They still stood a chance.

They had to act quickly though. Mystique slunk over to Emma. The telepath was still conscious, but barely. It was obvious she was using the last of her energy to continue to block Phoenix from the few minds she could. The wound didn't look good, but she didn't dare pull the knife out. Emma was deliberately avoiding looking at it.

"How much longer can you keep her out?"

"Not long," Emma forced, choking off a sob. She was never one for physical pain.

Mystique looked around. Riptide and Angel were nowhere in sight. A number of the Brotherhood had run off, not loyal enough to risk a fight with Phoenix after seeing what she was capable of on more than one occasion. There was nothing.

Phoenix was seething, stalking towards the unconscious Magneto with a vengeance. Mystique watched in horror as the creature let of a wave of fire towards their leader…her friend.

It stopped short, caught by what appeared to be a shield. One of their newer recruits, a girl named Unas, hovered barely visible around a corner, arm outstretched. So there was such a thing as loyalty. A boy was with her, the one she'd seen training with Emma earlier…Burner. They moved from the corner to stand in front of Magneto. The fire dissipated and Unas let the shield fall, panting with a sheen of sweat on her face that hadn't been there before.

Enraged, Phoenix threw another column of fire towards them. This time Burner put his arm up and shot a matching column to meet Phoenix's. He glanced to Mystique, fear in his eyes. He wouldn't be able to hold it for long.

Decision time. Azazel was beginning to pull himself from the ground where he'd landed insensate. Mystique whistled. In a flash, a still dazed Azazel was by her side. They didn't have many choices, not with two injured members in their party. She put both hands on Emma's cheeks, forcing eye contact.

"You know where I'm going to have him take us?"

Emma closed her eyes to search out the answer. "Yes," she managed, wincing and reopening her eyes.

"Show the Brotherhood members you can reach where to go." The shapeshifter felt horrible asking it of the woman after she'd done so much already, but they needed a place to go. She waited to see Emma's weak nod before turning to the teleporter. "Azazel, get us behind Burner and Unas."

Mystique grabbed Emma's hand, then Azazel's. They were behind two teenagers and a wall of fire a second later. Phoenix's column was almost upon a sweating Burner while Unas reinforced it with a shield.

"Let go and grab us on the count of three," Mystique said. The teens startled at the voiced behind them but nodded. Azazel put a hand on Magneto's back.

"Where am I going next?" Azazel asked. Mystique looked to the now unconscious Emma then glanced at Magneto. He would not be happy when he woke up. For more than one reason. But she had to make a call and this was the best one she could make.

"Westchester."

If Azazel was surprised, he said nothing. On the count of three, the teens let go and grabbed onto Emma and Mystique just as Azazel disappeared, fire engulfing the place they'd been standing milliseconds before.

* * *

_NOTES_

_Forgive any typos. I've reread this so many times I mentally correct errors without noticing I didn't correct it in the story. Also, I realize Magneto is a little one-dimensional at this point. I'm having a hard time with his mindset, but I want to get this chapter out. I'll correct it later if I can._

_I don't know whether Phoenix can work with fire, but since she's a Phoenix, I'm making it happen now. The debacle with Donovan Zane is a reference to the events of _That Which Will Survive _in case anyone forgot._

_Comics: Some of the recruits were loosely based on comic characters. As in I took their names and a basic description of their powers and paid no attention to their personalities. Peeper is in there because he was added the same decade as Burner (the late 1970s). My parents feed a stray cat that they named Peeper (because he peeps around the corner of the garage at them), which is why I can't take the name seriously. Unus the Untouchable first popped up in the early 1970s. He's a guy and I wanted a girl, but I liked his power so I gender swapped him, thus the name adjustment. _

_Movies: The plan for San Francisco is a reference to the attack the Brotherhood launches in stripes is a reference to Magneto asking Mystique if a tiger should cover its stripes in First Class._


	9. Chapter 9a

_I spent soooo much time working on the other parts I'd planned on having in this chapter, then this part ended up being so long it needed to be its own entity. The bright side to that is that the next part of the chapter is virtually done and I should be able to post it within a few days. Thanks for being patient! And special thanks to my dear friend aeskis, who's helping me get through some major creativity issues. She's awesome and this chapter (and story) wouldn't be what it is without her!_

_Sailor GaOn Donut: They are indeed! Just…not quite yet. But after this chapter, you get a lot of Onslaught interactions so maybe that'll tide you over?_

_Icanhearthedrums: Peeper is pretty adorable. It's very unfortunate for the mutant who I'm sure is formidable in one way or another. XD Heart to heart is on the way. Other things are going to happen first, but it's coming._

_MirrorFlower and DarkWind: Thanks! Hopefully this chapter lives up to the fun-ness. The second part was more fun for me to write, so be patient if this one doesn't do it for you for some reason. ;)_

* * *

**Chapter 9a: You think you have the best of intentions, I can't shake the taste of blood in my mouth (Seether, "Country Song")**

Charles sat up with a start. It took a moment to silence the voices babbling in his head. He'd been sleeping more than usual since his encounter with Phoenix. It had gotten better the more he worked with Onslaught. Hank postulated that his body and mind were adjusting to two mental presences sharing them equally rather than one maintaining dominance. As it turned out, he'd still been suppressing Onslaught to a degree even after their deal at Alkali Lake. Not even Onslaught had realized, something the entity hadn't hesitated to voice his displeasure about.

More interesting was that the less tired Charles got, and presumably the more adjusted he became to sharing resources with Onslaught, the easier it was to control his telekinesis. His telepathic reach without Cerebro had also increased significantly (with the annoying side effect of the voices when he woke up), but that too was becoming easier to accommodate and control.

This time, something specific had woken him: the rather sudden appearance of a gaggle of minds, two familiar, two unfamiliar, and two unconscious. It took him less than a second to pull what he needed from one of the unfamiliars.

_Not even a moment of hesitation before diving in. I'd say I was proud if I wasn't oddly concerned,_ Onslaught said.

_We don't have time to waste debating the ethics of using our power. If Magneto wants mutant freedom, he shouldn't expect me to hold back._

Onslaught remained silent, but Charles could feel his disquiet, whether it was for the situation, Charles' opinion, or the fact that Onslaught disagreed with an opinion he wouldn't usually disagree with, neither one could say.

_PROFESSOR!_ Sean's voice boomed across Charles' mind. Xavier winced. In all the years Sean had been with them, the boy had never learned volume control, even in telepathic communication. Especially in telepathic communication.

_Yes, Sean, I'm aware of our guests. I'm informing Hank to prepare for the arrival of the injured parties as we speak._

From his mental scan, he was able to tell McCoy to prep for a stab wound and blunt force trauma. He pulled back quickly. The boy's mind was hot. Nothing he couldn't handle, but he was never a fan of saunas. The vision Sean was pushing towards him was of four mutants walking towards the front door. Azazel strode forward with halting steps. The teleporter wasn't used to long walks, especially not with a grown man tossed over his shoulder. No doubt Mystique, who has carrying Miss Frost with ease, had told him not to teleport straight into the school. No need to risk being mentally eviscerated by startling the wildcard telepath. Charles had to smirk at that. After living with Emma for so many years and battling Phoenix, his sister saw _him _as the wildcard telepath. A boy and girl, young, who looked dazed, but not physically injured trailed behind them.

_Professor?_ Sean said, this time in a loud whisper.

_Have Magneto and Miss Frost taken down to Hank. I want the senior members of the X-Men to stay with our visitors who don't require medical attention until I can get there. I'll be down as soon as possible._

* * *

It was the first time Mystique had been back to the house that didn't involve an emergency on the X-Men's part. She hadn't come back for holidays (despite the invitations that must have started to get lost in the mail after Alkali Lake) nor had she set up any sort of regular visits. Magneto had, of course, kept up his monthly chess matches no matter how angry he was at Charles or vice versa (until everything came to a head recently). Yet she had kept her distance, determined to make herself her own woman. She'd reverted back to sister mode during their last encounter with Onslaught. Since then, though, they'd grown distant. Well, that was biting her in ass now, wasn't it? She was counting on the bonds of (adopted) family remaining strong. If it was Charles alone, she wouldn't be worried, but there was no guarantee with Onslaught in the picture. So it was with hesitation and a tinge of anxiety that she approached the front door.

She had her hand raised to knock when it opened. Before she could put it down, Warren Worthington and Colossus had taken Emma and Magneto from her and Azazel , then disappeared down the hall.

"Wait a minute, where are you taking them?" she shouted. She'd grown up in the house, but the X-Men had changed it so much with the school that she had no idea where they were keeping the injured nowadays, especially after Phoenix made a mess of the East Wing. That had mostly been cleaned up (Charles' money tended to make things happen fast), but the renovation didn't mean Hank had moved back over there. She took a step towards the threshold only to be blocked by Sean, who she could only guess had been lying in wait behind the door.

"You guys are going to wait in the Professor's library," he said. His shoulders were thrown back so he took up as much of the doorway as possible. How cute.

"Don't test me, Banshee. I'm not in any mood and I'm pretty sure we can take you." Azazel stepped forward. She could feel Burner and Unus tense behind her. The recruits weren't their newest but they had only participated in minor roles in a couple of skirmishes at labs; certainly nothing close to a fight with the fabled X-Men. It said a lot that they were willing to fight on the home turf of the group they'd been trained to see as the enemy.

Sean raised both eyebrows with a skeptical upturn of his lips. "Do you really want to start a fight in the place you're seeking asylum? He's already angry enough that you took Jean. If you ask me, the Brotherhood deserves to be ripped apart."

"Plus, you aren't just taking him on." Havok. Of course. Looking past Banshee, she could see the mutant in question standing a little ways down the hall along with a stoic Storm and Cyclops.

Her hands were itching for a fight like they always did after a loss (and Phoenix was a more spectacular loss than most) but Magneto had trained her well. They would not be at a strategic advantage. Not after an exhausting battle they'd barely escaped from minutes before. Plus, as much as it pained her to admit, Sean was right. They were seeking asylum here. Picking a fight when they'd barely arrived wouldn't make Charles any more amenable to keeping them as guests. Turning her head without losing sight of the X-Men, she gave the stand-down signal. That seemed to calm things down to a degree, though everyone remained on edge.

Sean stood aside, putting an arm out like a butler with a sarcastic bow, she assumed to escort them to Charles' library. As if she didn't know where it was. Charles' library was his father's before it was his. No matter what else in the house changed, it would always stay the same.

Pushing past Banshee, she made for the kitchen. Not just to see a sputtering Sean try to reassert his dominance (though that was a bonus), but because her people needed something to eat. Sean and the rest of the X-Men got in just as she walked back out with food and drink in hand to take the Brotherhood contingent to the library. They settled themselves in the room as their chaperones positioned themselves on the walls, a frustrated air about them. Sean sat directly across from her, scowling at the smirk she knew she was throwing at him. Then there was silence. Burner and Unus were getting antsy. Sean gave a purposeful cough after the silence went on a little too long. Alex suppressed a half smile. They were making a power play, like children having a staring contest.

"You could say something, you know," Mystique said with an eye roll.

Sean shrugged. "Or you could. You're the ones who dropped in."

Fine. She could let them have this (miniscule) victory if it meant getting information about the situation she'd just brought her people into. "How's Charles? I assume he's the one who heralded our arrival. Or was it Onslaught?"

She made sure to put as much disdain as possible into the question. Maybe it would ruffle a few feathers. Besides, she needed to know whether she should be nervous about seeing her brother or terrified about dealing with Onslaught.

Sean and Alex shared a meaningful glance. Sean shrugged. "The Professor always knows what's happening in the school. I don't know if he can help it. You know how powerful Onslaught is. With their powers combined, it's been…" He trailed off and caught Alex's eye again. Alex looked down. "But it's getting better now."

"Much better," a voice said from the doorway. Of course as soon as she was getting Sean to open up, Charles had to come in. The man in question was sitting at the threshold of the room, hands crossed in his lap. She gave him a hard look for the first time since the news that Onslaught still existed. The signs were obvious now that she knew. The mischievious glint in his eye that wasn't there before, the upturned corner of his lips like he was holding back an arrogant smile, the posture that toed the edge between polite and uncaring. Charles was always concerned about his posture; Onslaught had a casual air about him that said he didn't care what anyone thought of him. Even Charles' hair was a bit wilder, not combed and parted to perfection like she'd been conditioned to expect. It was a wonder the others had missed it. Then again, she was always the best at recognizing the subtleties that separated Charles from Onslaught, and it was admittedly a bit harder now. The lines were melting together like candle wax in a flame.

"Professor," Sean said, standing as Charles moved further into the room. He sounded relieved to have his superior in the room yet his shoulders were tighter than ever and his eyes were flitting from Charles to his comrades, never really meeting his leader's eye.

"Thank you, Sean. I appreciate you escorting our guests here. I see you made a stop in the kitchen first."

"They, um, well-" Sean stuttered, twisting his hands.

"It's alright," Charles said with a serene smile. He shot a sideways smirk her way. "My sister has always done whatever pleases her."

He turned to face the Brotherhood fully as Sean maneuvered himself off to the side with his comrades. Whatever scrap of leadership had possessed him had disappeared without a trace as soon as Charles came within visual range. Though, in his defense, Magneto seemed to be the only one immune to that particular effect.

Charles had positioned himself across from her. She could feel Azazel hovering over her shoulder. The way he was holding himself (tight as a crossbow wire with his arms over his chest as close to his swords as he could get without making physical contact with them), it seemed as if he was actively stopping himself from teleporting away. Maybe he _was_ actively stopping himself from teleporting away. The last time he'd been in close quarters with Onslaught, he'd lost his free will for over six months. Burner and Unus hovered at her other shoulder, unsure what to do with themselves but unwilling to go far enough to sit on the couch.

Charles was still looking at her. Actually, everyone was looking at her. Crap, she was supposed to say something. How did the head of the Brotherhood talk to Charles Xavier? Did she approach him as the leader of an opposing organization or as her brother? Hell, she could lead a team into and out of perilous missions any day of the week, but put her across from Charles and she was lost. Maybe he sensed her discomfort (hopefully reading it from her face rather than her mind, though at this point, who knew) because he was the one to open their talks.

"You'll be happy to hear that Dr. McCoy has stopped Miss Frost from bleeding out. The wound missed her vital organs somehow. She's still unconscious for the time being.

"Magneto is suffering from deep bruising on his back over his shoulder and ribs. None of the ribs are broken, though a few may be cracked. He has a rather severe concussion. He's been coming in and out of consciousness since he arrived, probably since Phoenix tossed him into the wall."

Mystique shook her head. "We didn't notice him regain consciousness."

"You wouldn't. He's lacked coherence to say anything. I assure you, he has though." He tapped a finger to his forehead.

That wouldn't please Magneto, but she'd take it. One of the many knots that had developed in her stomach since the attack loosened. No brain damage…that was good. But as soon as the one knot disappeared, another formed. Charles, still sitting with a perfectly pleasant smile plastered on his face, had delivered the information with clinical neutrality, as a go-between conveying information supplied from Beast rather than a friend awaiting news on the condition of an injured comrade. She caught his eye, tried to find the concern that seemed everpresent in the Charles she'd grown up with. It was gone.

"What happened to you, Charles?"

He was quiet a moment, then, "I made a choice."

"Not the right one."

Finally, a physical response, even if it was just a slight pursing of his lips. "I beg your pardon, but you didn't hear me telling you you'd made the wrong decision when you ran off with Erik or when you started killing people. I trusted your ability to make your own choices. "

That tone was unmistakable. It was the way he talked to politicians or adversaries on the field or people he'd just met. Over-politeness was both a mask and a weapon for Charles. Where she'd been unsure, he'd been decisive. He was speaking to her as the leader of a hostile force, not as his sister.

"I'm not here to antagonize you, brother. I brought us here because we needed help and we had nowhere else to go. Believe me, if there had been anywhere else, I'd be there instead."

"So eager to keep away from me?"

"Eager to keep away from Onslaught."

He tipped his head to the side. "Even if he could be your salvation?"

Did he really think that? How far gone was he? Even the X-Men looked unsettled. Thinking about it, everyone had been a bit on edge since Charles had arrived. Sean was antsy…just a smidge more than usual (the boy could never keep still) but enough to notice. Alex and Scott had their hands grasped tightly behind their backs. Ororo was watching Charles like a hawk.

"Is our salvation worth losing yourself?"

"Quite the opposite actually. Before I was denying myself. A whole part of me remained hidden away, a secret to be ashamed of."

"For good reason!"

Charles shook his head. "Onslaught was the way he was because I refused to accept him. The real question is whether you all accept me as the imperfect being that I am. Can you live with the fact that I have desires I have to smother, thoughts that I have to suppress? Only when I allow myself to be whole can I reach my full potential. Mutant and proud, as you're so fond of saying. Does your creed apply to everyone but me?"

The curious gleam in his eye betrayed nothing, but the slight smirk gave away his manipulation.

"Let's say I accept that, which I'm not. Why should I trust a being that has taken over your body and tried to enslave the world twice?"

"We're well in control of matters now. Don't you think I would've made a move by now? With Phoenix in your hands, there was no better time for Onslaught to have his way with the world. We could get sympathy by blaming any of his deeds on her. Yet here we sit. Besides, who's to say you haven't come here under the guise of seeking asylum as a part of some secret mission? You clearly sustained injuries, but that doesn't mean you won't take the opportunity while you have it."

"We plan things out a little more than that, Charles, and you know it. We're not just some group of imbeciles picking targets at random. Stop trying to make us look incompetent in front of your minions. If it makes you feel better though, my plan wasn't to come here to hurt you or your students." Despite the fact that there were seven ways she could from where she was sitting. Charles shook his head with a fond smile. Damn. "Are you listening in?

"As Sean said, I can't quite help it at the moment and even if I could, why should I not ensure the safety of my students, who you've tried to maim or kill on at least eight separate occasions? I hate to be a broken record, but you certainly are finicky in your application of your 'mutant and proud' motto."

"Onslaught doesn't count. That used to be something we could all agree upon."

"As I've told my students, Onslaught is not the being he used to be. He's tempered himself. They understand that it's for everyone's benefit that he exists."

"And they look so reassured." She glanced back to the other X-Men. None of them would meet her eye, but none of them would meet Charles' either, so there was that.

Charles sighed. "It's an adjustment, I admit. An adjustment I'm sure you will also make assuming you wish to work together to stop Phoenix. That's why you came, yes?"

Changing the subject. She narrowed her eyes and projected as best she could, _We'll finish that conversation later_. After Charles gave a half nod of acknowledgement, she continued out loud.

"It is. She's been working with us successfully since we recruited her." One of the X-Men scoffed. Probably Alex. "Plenty of missions went off without a hitch," she argued. "It seemed like she was running her own game though. We were all aware of that option from the start."

"I'd expect nothing less from Magneto's paranoia."

She gave Charles a look before continuing. "I'm not sure what happened today, but Emma called us all outside after Phoenix threw Magneto out his window. We fought, Phoenix got the upper hand, and we made a tactical retreat here."

"Because you knew we'd be so ready to help you after the last time worked out so well." Definitely Alex this time.

"Look," she said, turning to face the blonde, "I know last time didn't turn out exactly how we'd planned-"

"As we'd planned? You're right! I sure as hell hadn't planned on you guys manipulating an entity to take over one of ours to join you. I definitely didn't think you'd stoop low enough to abandon us after a powerful, unknown telepath had nearly killed the Professor. You destroyed any chance of working together the second you accepted Phoenix as a member of your team!" Alex had taken a few steps away from the wall. His chest was edged with red, a threat matched by Azazel making physical contact with his swords.

"There's more at stake here-"

"That's enough!" Charles had his hand raised and a dire expression on his face. For the split second, their eyes locked. There was…pain. He'd been tossed aside not only by Magneto but by her when she had accepted Phoenix without question (at least to them it looked without question…the reality was far different). It was gone in a flash as he looked away, but there was no denying it had existed.

"Charles," she began carefully, "I'm sorry about what happened. You know if I had been at the Grey's house, things would've been different."

"Would they?" Mostly sarcasm and hurt, but a touch a hope. She could work with hope.

"Of course! We're not as close as we used to be and we sure as hell don't agree with each other most of the time, but that doesn't mean I want to see you dead. It wasn't easy accepting her. And accepting is a strong word, by the way. We all knew what she was. I didn't like it any more than you, but Magneto was adamant."

"And you always listen to Magneto?"

"That's neither here nor there. You say you made the choice to work with Onslaught for the greater good? He made the choices he did because he thinks it will be for the betterment of mutantkind. I couldn't say no to that any more than your X-Men could say no to you."

Charles was silent, contemplating. An echo flitted across her vision, Charles on the floor while Magneto smirked and gave a mock salute before leaving. Then it was gone; the wall was back up. Charles may as well have Emma's diamond form for how readable he was at the moment. Then, "As you say, he's made his choices and I've made mine. I know where he stands now at least. What I want to know is why Phoenix came with you in the first place? What do you have that she can use to her advantage?"

That…was a good question. She'd had her suspicions. Maybe…maybe trusting Charles with the information would be the olive branch they needed. He could probably do more with it than she could. "She mentioned a machine. Magneto has been working on something. He's kept it very hush-hush. None of us know for sure what it was, but…he's had an eye on Cerebro for a while."

"He wants to put Frost in his own version of Cerebro?" Sean asked. "Is Phoenix going to try to do what Onslaught did?"

"No," Charles said, resting his chin on his fingertips as he stared off into space. "He wouldn't want to give anyone else more power, even a telepath on his side. My bet would be that he's making a machine that will amplify his own power. In which case…"

The flutter of emotions over Charles' face was impressive. Realization, uncertainty, fear, anger, resignation, then blankness as he put up his customary mask.

"In which case what?" she asked.

He shook himself from wherever his mind had gone. "We may be in far more trouble than I had imagined. I need to check on a few matters and think this over."

Well that hadn't gone as planned. "Charles, you can't just say that and then leave us hanging. We're in this as much as you. Just because you're all broody and Onslaught-y now doesn't mean you can just ignore us!"

Charles stopped halfway to the door with the same dangerous neutrality that Onslaught so often exuded.

"We've both decided to align ourselves with hostile telepathic entities. Your alliance with Phoenix backfired; mine with Onslaught hasn't. I think that means I have the upper hand in decision-making at the moment. Sean, Alex, Ororo, escort our visitors to the guest quarters. If they wish to see Miss Frost and Magneto, they are welcome to do so with someone to show them the way. I'll know if you sneak off anywhere. My hospitality has been betrayed once. I will not allow it to happen again. I'll be in my office working out the best way to fix the mess you've made of things."

Mystique was on her feet before Charles could move more than two meters. "I know you're angry about what's happened, but that doesn't give you the right to yell at us like children. We've all made mistakes. What matters now is the future. You don't agree with the path Magneto and I have decided to take, fine, but we need you to have faith in us again, if only until we've gotten Phoenix out of the way."

"Oh, darling," Charles said, barely pausing to give her a sympathetic look as he reached the door, "I think you're forgetting who lost faith in whom."

With that he was gone. She'd thought the days of Charles making her feel like a child were long since past. She was wrong. Still, they weren't as at fault as Charles was framing it. The other X-Men seemed to be aware of this, hesitant sympathy mixing in with the antagonism they were projecting at the Brotherhood. Just another variable to throw into the hellish mix that was brewing. She stood up.

"We may have more people coming. Show us where we're supposed to be so we can settle down."

With that, they were escorted from the room, whether as guests or prisoners of war, she couldn't say. Hopefully, Magneto could deal with her brother better than she could.

* * *

_No outright references to the comics or movies unless it was unconscious._

_Like I said, the second part of this chapter should pop up within a few days. Hopefully that's a good thing._


	10. Chapter 9b

_There's a bit of violence in this chapter. I don't think it's bad, but heads up just in case. My difficulty in this chapter was trying not to be redundant, so forgive me if I failed at it._

_icanhearthedrums: Haha! I tried so hard to make Mystique moderately sympathetic when I first started writing her part and halfway through realized I'm pretty sure I'm incapable of it. Oh well. At least Emma is cool._

_Sailor GaOn Donut: As long as you liked it, that's what matters. XD_

_MirrorFlower and DarkWind: Thanks! I wish I could've had this part with the last one but I didn't think having an 8000 word chapter would work. Oh well._

_Palina98765: I'll take that as a good thing. Unsettling badass Charles wins everything._

* * *

**Chapter 9b: You think you have the best of intentions, I can't shake the taste of blood in my mouth (Seether, "Country Song")**

The satellite dish looked the same as it had since Erik had moved it all those years ago…back when Erik was Erik not Magneto. This used to be Charles' mental retreat, the place he'd go when the world and Onslaught got to be too much for him. Now, grass had grown up around the wall and weeds defaced the property in a way the Xavier estate outside of Charles' mindscape would never be allowed to reach. The sepia sky cast an eerie glow over the land, transforming the greenery to an odd shade bordering gold and brown.

While Charles stood at the crumbling wall, Onslaught meandered amongst the weeds, occasionally picking through them or kicking a piece of litter he found…litter that looked remarkably similar to the machine Magneto had tried to use to turn humans into mutants. Onslaught paused to give Charles a wary look. The scowl marring Charles' face didn't budge as he continued to glare at the satellite dish.

"Charles," Onslaught tried, skirting a perimeter around the other man.

"He's ruined everything," Charles said. "Everything that we worked for. I trained him, taught him how to harness his power. I let him go when he wanted to leave. I stayed out of his mind because he asked it of me. I kept you at bay when we could have snuffed him and his Brotherhood out like a match. And this is where it's brought us."

"You couldn't have known-"

"But I did know!" Charles' sharp sapphire eyes shifted to meet Onslaught's topaz ones. "You told me he would turn on us. You knew this would happen, which means I did too. I chose not to listen. I pushed my doubt and concern on you."

"As painful as it is for me to admit, neither of us knew he would go this far. He was our friend. We gave him the benefit of the doubt because…well…because he was Erik."

"And look where it got us," Charles scoffed, throwing an arm out over the overgrown field before them. "He doesn't know what he's done."

"That should make it better-"

"Yet somehow, it doesn't. That machine…if Phoenix commandeers it, which she will, and we can't get her to turn it off, we'll…" Charles trailed off.

"You know what we'll have to do. It's the only way."

Charles closed his eyes and dropped his head, defeat tumbling in the breeze that ruffled through his hair. Onslaught let the same breeze wash over him and picked up a tarnished gasket. As he turned it over in his hands, the wind ceased, leaving an eerie quiet in its wake. Charles' eyes were open again. He was the epitome of stoic determination outside of the glare he'd turned upon the rusting satellite.

"Yes, I suppose so. What's done is done. We cannot change the past. We can only face the future and try to make it better. Even if it means…"

He stalled out again. Onslaught didn't blame him. Sacrifices are so poignant and inspiring until you have to make them yourself. Copper clouds drifted in front of the sun.

"What about Erik?"

"What about him?" Charles responded, jaw tensed and eyes flashing. "Erik is gone. Magneto is all that's left and we have no room in our mind for concern for him. I have preparations to make if we are indeed to stop Phoenix."

Onslaught blinked and Charles was gone, leaving Onslaught to kick another metal shard. How rude. Guess the conversation hadn't suited him. The breeze picked up again. He stood in almost the exact spot Lehnsherr had stood to move the satellite, sorrow weighing the corners of his mouth. He'd never been sad before. He didn't like it. Even with the freedom Charles allowed him, he was still a slave to the things Charles didn't want to feel. He'd never be free of that. But it was worth the power it allowed them both, and power was surely what they would need if they were to put an end to Phoenix's plans.

And what glorious plans they were. Anger bubbled to the surface to mix with the sorrow. With a yell, he hurled the gasket as far as he could. It did nothing. He stood panting in frustration, leaning against the crumbling wall.

There was a tugging somewhere in his abdomen. That was odd. Before he could reach out to Charles, he was pulled away, his last vision the satellite that had somehow become a crumpled shadow of its former self.

* * *

Erik awoke in Westchester. He knew immediately that he hadn't woken at all. There was no other explanation for why else he was sitting upright in Charles' study. First, the last he remembered he'd been hurdling towards a wall, so the chances he was sitting up without pain weren't good. Second, and somehow more convincing, no way would Charles allow him access to his precious school after their last interaction.

But why had his mind taken him to Charles' office of all places? Moving slowly (he may not be in pain, but that didn't mean his brain wasn't telling him he should be), he began to stand. That was when he felt it. Freezing where he was, he looked towards the desk. He wasn't alone. The desk chair Charles' wheelchair usually replaced creaked as it turned to reveal the other occupant.

"Charles?"

The man, whose had been conducting an intense exploration of the room, whipped his head towards the voice. The wave of brown hair that fell over his forehead wasn't nearly long enough to hide the flame obscuring his pupils. Erik felt his chest give a couple of inches. The telepath abandoned his observation of the office and offered an apologetic smile.

"Not quite."

The office rippled and expanded. Books shimmered into sleek metal. Keys and levers popped up on the desk. Wild-eyed, Onslaught jumped to his feet with a quick inhale as the chair dropped a few inches and shrunk down to an innocuous, low-backed silver one.

Wide eyes flashing, Onslaught began, "Oh no, not-"

Before he could finish, a metal rafter slammed into his back, dropping him to his knees. The entity screamed (in Charles' voice, which still left a residual of panic in Erik's head), hand automatically going where the rafter had punched out the other side of his shoulder. He would've collapsed further forward if the rafter hadn't jammed itself into the floor, keeping him propped up like a grotesque crutch. The scream ended with a cough that left blood dribbling down his chin.

So distracted by Onslaught's predicament, Magneto only realized after the room had settled that he was standing with his arm outstretched. Just like he had been last time he'd met Onslaught back at Alkali Lake. And the Cerebro at Alkali Lake was undoubtedly where they were now.

"Was that really necessary?" Onslaught grit out through blood-stained teeth.

"Completely," Magneto said, pushing his wonder at the past two minutes behind his customary wall. "You should be dead."

"Yes, well, you know what they say, what doesn't kill you and all that." He tried to pull himself back, only to wince and fall forward again. "Really, though, I think this is a bit of an overreaction."

"I disagree," Magneto said, looking up to find the structure just as he remembered. "In fact, perhaps I should add another." Another rafter began shaking.

"You aren't going to kill me here if that's what you're trying to do," Onslaught said quickly, eyeing the rafter as best he could from his kneeling position. "And, at the risk of being skewered again, I feel obligated to note that you didn't kill me last time either."

"Maybe not, but it looks like I can cause you considerable pain." The rafter shook harder.

"Okay, okay, calm down," the entity said, raising an appeasing hand. "What do you want from me?"

That…was a good question. Now that he had Onslaught at his mercy, knelt before him (as he should be), his mind rushed to organize his questions. He had Onslaught at bay, but there was no guarantee he'd have the advantage for long.

"How are you here? How is it that you didn't die last time?"

"If I answer you, can you take us back to my office? I much prefer it to our current setting."

"_Your_ office?"

Onslaught rolled his eyes. "_That's_ what you took from that statement? Fine, Charles' office."

"What makes you think I can take us back? You're the telepath."

"Because this is clearly your doing. Why on earth would I bring us back here and stick myself through the shoulder? Unless you want me to violate your precious mind, which I believe you prefer to avoid, you need to control yourself and get us out of here."

Not violating his mind? That didn't sound like Onslaught at all. Come to think of it, he hadn't felt anyone pawing around at his thoughts (though with a telepath as powerful as Onslaught, that might not mean anything). Still, he did prefer Charles' office to the cold memory of Alkali Lake.

"How do I get us back?" he asked, a bit more hesitantly than he'd have liked.

"Think about it. It didn't take much to get us here, after all."

Glowering at Onslaught one last time for good measure, he closed his eyes and pictured Charles' office. He felt a wave of warmth and sensed the more enclosed space of a room. Huh, guess it was exactly as easy as Charles' other half made it out to be.

Onslaught screamed again. With a smirk, Erik opened his eyes and sat down, casually crossing his legs.

"Better?"

They were back in the exact positions they'd been in before the shift to Alkali Lake. The only difference was the rafter that now projected through the Queen Anne chair, anchored to the wall and sticking out a solid three feet over the desk from Onslaught's shoulder.

"Oh, you bastard," Onslaught said, eyes squeezed shut as he panted in pain. "You make yourself really hard to like, you know?"

"Good thing I'm not trying to earn your friendship. I did as you asked. Now answer my question. How are you here?"

Onslaught let out a sharp laugh and took a few deep breaths, his gaze danced around again. Odd. Another couple of breaths and a wet cough to clear his throat and Onslaught smoothed over whatever he'd been feeling.

"The remnants of your team brought you to the only safe haven they could think of. That's Westchester, if you didn't guess," he said briefly pausing to meet Magneto's gaze before shifting and returning to his surreptitious appraisal of the room, poking at the papers at the desk. "Your helmet is presently," a calculating pause, "ten feet from the bed you're occupying in our infirmary. Your head is perfectly open to telepathic attack. It's a miracle some unsavory character hasn't found his or her way in yet." He finished with a smirk, but avoided eye contact.

Magneto waited for more, but that appeared to be as much as he was going to get on that topic. "How do you exist? We've established that I didn't kill you, but that doesn't change the fact that you should be dead."

Onslaught winced again then finally gave up on trying to make himself comfortable on the rafter impaling him. "It's really not that difficult to put together. Emma did rather quickly and the rest of the X-Men accepted it…eventually. You account for every detail in your missions; are you telling me you've put no thought at all into how I might still exist?" The glint of superiority was back in his eye.

As a matter of fact, Magneto had put some thought into it. Between Phoenix and the Brotherhood's increased presence in the media, though, he hadn't had much time devote to the entity's continued existence. And, if Magneto was completely honest with himself, it was easier to be angry with Charles. Anger was always the easier option. So, yes, he had thought about it however briefly, but, no, he hadn't come up with a solution despite the fact that Frost had apparently had the solution all along.

With a flick of his wrist, the rafter began twisting. Just a smidge, but enough for Onslaught's hands to shoot back up to it with a wince.

"Enlighten me."

"Ah, ah, fine!" The pressure on the rafter lifted and Onslaught relaxed again, catching his breath. "As long as Charles exists, so do I. If you want to kill me, you have to kill him as well and I think we both know you want to avoid that, despite your actions as of late."

That was unexpected. No wonder Charles had kept the information to himself. Though the fact that he did was just another sign of the distrust that had grown between them. As if Erik would do anything to endanger Charles…other than allow Phoenix to gain enough power to nearly disintegrate him.

"So at Alkali Lake…"

"When you thought you'd killed me, I went back into his head. He kept me a secret, rightly so it seems judging by your penchant for using powerful mutants for your own means. We've come to an understanding of sorts and we've been working together ever since."

That sounded right, but it didn't make sense. Not for Charles. "He wouldn't just accept you. You killed all those people-"

"And he was very cross with me for it, but it seems that there are more immediate problems than dealing with my homicidal tendencies. I think he lobs those off on the part of me that's you anyway. He tends to blame you for a great many things nowadays."

Ah, yes, the part of Onslaught that was Magneto. Wasn't that a nice little reminder that Charles' darker half was made up in part by his mind. He tainted Charles even when they were apart, just as Charles tainted him by giving him a conscience.

"What are you doing here?" he asked, suddenly tired of the game they were playing.

Onslaught shrugged with his good shoulder. "You tell me. This is _your_ creation."

There was that unease again, except now Erik could pinpoint the subtleties of the telepath's behavior that he'd been having difficulty identifying before. He was…bewildered. Erik marveled at that for a moment. The look of smug confidence that usually graced the entity's features was stained with hints of the disquiet Erik had noticed earlier as he took in the familiar-yet-not surroundings. For what must have been only the third time in his existence (behind his defeats in Cuba and Alkali Lake), Onslaught looked to be taken off guard.

Taken off guard because he hadn't come into Erik's mind on purpose.

"You're telling me that I pulled you into my head?"

"That is exactly what I'm telling you," Onslaught replied. "Now that we've determined that I'm here by no fault of my own, could we get rid of this?" He gestured at the rafter. "I've been very, very cooperative. I'm not going to fight you."

It was true. Onslaught had been very cooperative and Magneto could always put it right back where it had been before. With a thought and a swish of his hand for effect, the rafter was gone. Onslaught slumped forward, holding the now healed area where he'd been stabbed.

"Oh, that's so much better." He sat up again, still massaging his shoulder. Now that the pain was fading, Charles' natural curiosity was peeking through his eyes. "How did you do it? How did you manage to get me here? Neither Charles nor I were reaching out for you."

"I have no idea," Erik said with a shake of his head. But now that he thought about it-

"Oh, come now, you're a smart boy," Onslaught said. Funny how much more haughty the being was now that he wasn't impaled on a piece of metal. "Surely, you've thought of something."

Erik glared. He should've kept the rafter in. Could he trust this…creature enough to tell him what was going through his mind?

Onslaught raised an eyebrow. "You can tell me. I won't tell a soul. Cross my heart and hope to die." He made a cross symbol over his heart.

"Fine. You said yourself that I have more psionic energy than the average non-telepath. Beast said we were bonded somehow when you first manifested, which I'm sure you're aware of from Charles. You were able to use my powers until Charles' telekinesis took over. Why shouldn't I be able to use yours, if we truly do share some type of bond and I have the psionic energy to do so?"

Onslaught sat forward, expression hazy with thought, before nodding. "I suppose that makes sense," he said to himself. His gaze grew distant again. Then he snapped back to the present, sitting up straight as a pin. "That's very interesting indeed. This certainly..." he stopped and gave Erik an appraising once over, the look Mystique gave when he was deciding whether to trust someone. "Well, it makes a difference."

Erik frowned. There was a beat where he felt like he should ask for clarification, but the words to do so remained frustratingly out of reach.

"Really, though," Onslaught started, "why did you bring me here? It's a bit unsettling being pulled out of my head."

"Welcome to the club," Magneto retorted, earning a wry smile. Seeing Charles' visage in front of him and Onslaught being virtually amiable…it was making the guilt he felt for having abandoned the man resurface again full force. Speaking of which…

"Charles is alright, I presume." He hadn't actually seen or heard from his friend since the telepath had nearly been killed. He was still angry, but now that he'd actually met Onslaught…something was different.

"He's fine. Deep in thought for the time being." The bewilderment was gone, replaced by confidence once more as Onslaught apparently gained his sea legs. Or mind legs. Whatever. "But he's furious with you," he continued, leaning back in the chair as he propped his legs up on the edge of the desk. "And this time he didn't put it on me. He kept it all for himself. Didn't even leave me a little bit of a grudge to hold. _I_ want to forgive you. It's very annoying, especially after that little show." He gestured to where the rafter had stabbed him.

"What are you talking about?" Magneto asked, making his annoyance clear in his tone.

"I didn't notice it until you made your triumphant return," Onslaught said with a flourish at the end.

And now his annoyance was rapidly turning back into anger. "Notice what?"

"We're switching places, Erik." The name was sneered though there was no real malice behind it. Most startling was that it was the first time Erik could recall that the entity hadn't referred to him as 'Magneto'. "But not because I'm taking over him. Not this time. This time, he's choosing to become me." Onslaught's face dropped somewhat, like he was realizing the meaning behind what he was saying for the first time. "He's accepting all the negative feelings he used to push off on me and giving me all the forgiveness he usually keeps for himself."

That…wasn't good. That sounded like Charles was losing himself to anger and hatred. That was Erik's job, Onslaught's job. It was never meant for Charles. "What does that mean for Charles?"

"Charles?! What does that mean for me? Am I going to be…nice? Civil? What kind of a life is that?" Comical horror spread on Onslaught's face.

"You could stand to be a bit less sociopathic."

"Of course you'd think that, but, as you said, what does that mean for dear Charles? If I'm less sociopathic, it's got to go somewhere." Onslaught's eyes glittered in amusement. "And let me tell you, you do not want me to stay the way I am now. I am everything Charles doesn't want to be. And right now, that includes being your friend.

"What?" Erik had always _always _been the one to reject Charles. He was the one to leave. Charles was the first to make moves to reconcile after their break and after most of their fights since. Magneto was a result of Erik's rejection of his friend. But all through that, Charles had kept a modicum of hope, something that kept him coming back to Erik, forgiving him, and offering him the friendship Erik had come to value. Erik was certainly still angry at Charles, but the thought that Charles would be the one to give up, that Charles would be the one to reject him, was unacceptable.

"You heard me. He's not letting it go. He's pushed all his desire to seek forgiveness to me and kept all his anger for himself. You left him after he almost died, took his student, who is for all intents and purposes Alex Summers' sister-in-law by the way so be wary of him and Scott, and created a machine Phoenix is probably about to use to end the world. You've destroyed everything we've worked for and nearly destroyed us in the process without even blinking. Did you really think he'd just putter about writing lesson plans, preparing to accept your apology after Phoenix's inevitable betrayal? You and I have had far too much of an influence on him to let that happen, thank you very much."

"This wasn't part of the plan. She could've changed things once and for all if she hadn't betrayed me. Charles could have-"

The chair squeaked as Onslaught leaned across the desk.

"She _is_ going to change things once and for all, just not the way you planned it. At some point, you're going to have to take responsibility for your failed plans. You've started something, Erik. Something we don't know if we can fix. Even if we can...the price may be higher than you'd like. If you want to prove to him that you aren't the character you've been playing for the past few months, you need to be prepared to use whatever power you have when the time comes."

Metal slammed Onslaught back into the chair as Erik rose to his feet. "And what does that mean?"

"Whatever you make of it," the entity said, unphased. "This ability to connect with our mind...as I said, it's an interesting development. Ah, there," Onslaught grinned while Erik felt a jolt that faded to a tingle in his head, "I knew I'd be able to find the little pathway you followed to get me here. I'll be going back to my own head now. Be careful not to let Charles hurt you when you come crawling back to us. I'm sure he'd be ever so upset later on if he does and I don't like dealing with the headaches that gives us."

With that, Onslaught was gone and Erik was alone.

He snapped his eyes shut, feeling out his mental surroundings. It was surprisingly easy to find the pathway between himself and Charles that he'd unknowingly created, followed, used, whatever. It was still intact, sparkling bright gold in a mire of grey. Erik had an open invitation into Charles' head it seemed. He tried to follow it only to hit a wall. So Onslaught had closed the door, but left the pathway up to it unimpeded. Erik knew Onslaught and Charles well enough by now to know that they didn't do anything without reason. Either they couldn't destroy the link or they wanted to use it later.

Erik felt himself shiver, then a twinge of pain in his side. He was starting to wake up. He committed the gold line to memory. It should scare him, the fact that Charles had a link to his mind that he could open any time he wanted. It should, but somehow it didn't. In fact, it almost made him feel...hopeful. Interesting. Very interesting indeed.

* * *

_Not sure how long it'll be until the next chapter. I have to reconfigure some stuff to make sure what I wrote 1-2 years ago matches up with where this has gone plus I start up my semester soon. I'll do my best though. Reviews might help. ;)_

_References: Nothing from the movies or comics that I'm aware of putting in there. A couple of references to previous stories in the series (Onslaught telling Erik he had more psionic energy than most non-telepaths being the biggest)._


End file.
